TRANSGLOBE PETROLEUM INTERNATIONAL INC. arranged by SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED as Co-ordinating Mandated Lead Arranger and Initial Mandated Lead Arranger and EXPORT DEVELOPMENT CANADA and BNP PARIBAS SA as additional Mandated...

TRANSGLOBE PETROLEUM INTERNATIONAL INC. (the "Borrower");

THE AFFILIATES of the Borrower listed in Schedule 1 (The Original Guarantors) as original guarantors (the "Original Guarantors");

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED as co-ordinating mandated lead arranger and initial mandated lead arranger (the "Co-ordinating Mandated Lead Arranger" and the "Initial Mandated Lead Arranger");

EXPORT DEVELOPMENT CANADA and BNP PARIBAS SA as additional mandated lead arrangers (together with the Co-ordinating Mandated Lead Arranger and Initial Mandated Lead Arranger, the "Mandated Lead Arrangers");

THE FINANCIAL INSTITUTIONS whose names appear in the first row of the table set out in Schedule 2 (The Original Lenders) (the "Original Lenders" );

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as Facility Agent;

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as the issuer of any Letters of Credit (the "Fronting Bank");

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED as Security Trustee;

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED as Technical Bank; and

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED as English Account Bank.

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement:

"Abandonment Date" means, in relation to each Borrowing Base Asset and each Projection, the date shown in such Projection on which it is reasonably anticipated that such Borrowing Base Asset and/or the relevant facilities relating thereto will be abandoned.

"Acceptable Bank" means 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 Facility Agent.

in respect of a payment made by or on behalf of EGPC to TransGlobe West Gharib, the payment of any amount to the Egyptian Revenue Account; or

in respect of a payment made by or on behalf of any other person to TransGlobe West Gharib, the payment of any amount which is equal to or exceeds *** redacted commercially sensitive term negotiated between the parties *** (or its equivalent in another currency or currencies) to the Egyptian Revenue Account.

the amount of its participation in any outstanding Utilisations (other than that Lender's participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date); and

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

▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇-▇ or West Gharib; or

any other group of Petroleum Assets in which a member of the Group has an interest and which, at the time they are designated as Borrowing Base Assets, are classified as a Block by the Technical Bank in consultation with the Borrower.

the lesser of A and B where:

"A" is the maximum aggregate amount of Utilisations which could be outstanding during that Calculation Period and which results in a PLCR as at the first day of that Calculation Period of not less than *** redacted commercially sensitive term negotiated between the parties *** ; and

"B" is the maximum aggregate amount of Utilisations which could be outstanding during that Calculation Period and which results in a LLCR as at the first day of that Calculation Period of not less than *** redacted commercially sensitive term negotiated between the parties *** ,

(to the extent the same has been approved by the Technical Bank) the amount of any capital expenditure in respect of any Borrowing Base Asset which is forecast to be spent in the first six months following the adoption of such Projection, provided that such amount shall not exceed the lower of (i) the aggregate of the capital expenditure projected to be undertaken in respect of Proven + Probable Reserves relating to Borrowing Base Assets as set out in the Reserves Report for that Calculation Period and (ii) the aggregate of the capital expenditure projected to be undertaken in respect of Proven + Probable Reserves relating to Borrowing Base Assets as set out in the Projection for that Calculation Period.

TransGlobe West Gharib, TransGlobe Yemen and TransGlobe West Yemen; and

any other Obligor which owns or exploits a Borrowing Base Asset.

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 London 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.

the period (the "first Calculation Period") commencing on the Recalculation Date on which such Projection is due to be adopted and ending on the first 30 June or 31 December to occur thereafter; and

thereafter, each successive period of six months commencing on 1 January or 1 July of each year.

in relation to each Original Lender at any time during a Specified Period, the amount (in dollars) set opposite that Specified Period in the column in which that Original Lender's name appears in the table in Schedule 2 (The Original Lenders) and the amount of any other Commitment for that Specified Period transferred to it under this Agreement; and

in relation to any other Lender at any time during a Specified Period, the amount (in dollars) of any Commitment for that Specified Period transferred to it under this Agreement,

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 40 (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 (A) or (B) 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.

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders' participation);

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (A) above:

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

payment is made within 3 Business Days of its due date; or

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 communication 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 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,

Petroleum prices;

exchange rates;

inflation rates;

discount rates;

interest rates; and

any other assumption that the Technical Bank and the Borrower agree shall be treated as "Economic Assumptions".

the account charge dated on or about the date of this Agreement made between TransGlobe West Gharib, the Egyptian Account Bank and the Security Trustee, governed by Egyptian law; or

any other account charge to be made by an Egyptian Borrowing Base Obligor, the Egyptian Account Bank and the Security Trustee, governed by Egyptian law.

the account control agreement dated on or about the date of this Agreement made between TransGlobe West Gharib, the Egyptian Account Bank and the Security Trustee, governed by Egyptian law; or

any other account control agreement to be made by an Egyptian Borrowing Base Obligor, the Egyptian Account Bank and the Security Trustee, governed by English law.

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

any letter between (i) all or any of the Obligors and (ii) all or any of the Administrative Finance Parties relating to the payment of fees by the Obligors (or any of them) to such Administrative Finance Party(ies); and

any other letter designated as such by the Facility Agent and the Borrower.

30 June 2015 (or such later date as may be agreed between the Lenders and the Borrower); and

the Reserve Tail Date.

this Agreement;

any Security Document;

any Egyptian Account Control Agreement;

any Fee Letter;

(other than for the purposes of Clauses 14 (Tax Gross up and Indemnities), 15 (Increased Costs), 33.7 (No set-off by Obligors) and 39 (Amendments and Waivers)) any Hedging Agreement entered into with a Hedging Bank;

any Transfer Certificate;

any Accession Letter;

any Hedging Accession Agreement;

any Compliance Certificate;

the Mandate Letter; and

any other document designated as such by the Borrower and the Facility Agent.

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 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;

the amount paid up or credited as paid up on any redeemable share capital; and

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

to the extent that the same is payable in that period by that member of the Group:

in respect of any Borrowing Base Asset, all cash calls and invoices delivered by the operator of that Borrowing Base Asset; and

to the extent not covered by paragraph (1) above:

all costs of producing, lifting, transporting, storing, processing and selling any Petroleum derived from that Borrowing Base Asset;

all costs of reinstating any damaged facilities relating to that Borrowing Base Asset;

all costs of satisfying any liability in respect of seepage, pollution and well control;

all insurance premiums and all the fees, costs and expenses of insurance brokers;

all exploration, appraisal, development and operational expenditure on that Borrowing Base Asset;

all costs of abandonment and any payments to make provision for abandonment costs in accordance with all relevant Project Documents relating to the whole or any part of that Borrowing Base Asset or any physical assets associated with it; and

any royalties under any Petroleum production licence;

any Taxes payable by that member of the Group in that period;

any bonuses payable to governmental authorities in respect of Borrowing Base Assets in accordance with an applicable production sharing agreement;

any general and administrative expenditure not falling within paragraph (A) above which is payable by that member of the Group in that period;

any Hedging Costs which are payable by that member of the Group in that period; and

any other expenditure payable by any member of the Group in that period (whether or not related to the Borrowing Base Assets),

to the extent that the same is payable in that period to that Obligor in respect of any Borrowing Base Asset:

the gross proceeds (without deductions whatsoever) of any disposal of any Petroleum derived from that Borrowing Base Asset paid or payable to that Obligor in that period;

any other amounts paid or payable to that Obligor in that period in respect of that Borrowing Base Asset (including any proceeds of insurance and refunds of Taxes); and

any Hedging Receipts which are payable to that Obligor in that period.

any Lender that is party to a Hedging Agreement; and

any Affiliate of any Lender that (i) is a party to a Hedging Agreement and (ii) accedes, and becomes a party, to this Agreement as a "Hedging Bank" in accordance with this Agreement (provided that such Affiliate shall cease to be a"Hedging Bank" when that Lender ceases to be a Lender hereunder or, if earlier, when it ceases to be an Affiliate of the relevant Lender).

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 Facility Agent or the Security Trustee (as the case may be) otherwise rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document;

(if the Facility Agent or the Security Trustee (as the case may be) is also a Lender) it is a Defaulting Lender under paragraph (A) or (B) of the definition of "Defaulting Lender"; or

an Insolvency Event has occurred and is continuing with respect to the Facility Agent or the Security Trustee (as the case may be);

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

payment is made within 3 Business Days of its due date; or

the Facility Agent or the Security Trustee (as the case may be) 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 (D) 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 7 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 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 (A) to (H) 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 26 (Changes to the Lenders),

the applicable Screen Rate; or

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

(A)

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

(B)

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.

the ability of any Obligor to perform any of its obligations under any Finance Document as and when they fall due to be performed;

the business, property, operations, prospects or financial condition of the Obligors taken as a whole;

the validity or enforceability of any Finance Document or any material provision thereof;

the rights and remedies of any Finance Party under any Finance Document.

(subject to paragraph (C) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

each joint operating agreement and/ or unitisation and unit operating agreement relating thereto, each agreement relating to the transportation, processing and/or storage of production therefrom and each agreement for the sale or marketing of production therefrom and each other major agreement relating to that Borrowing Base Asset and/or Petroleum produced therefrom;

any Authorisation required for the lawful exploitation, development or operation of that Borrowing Base Asset or the production, transportation or sale of Petroleum therefrom (and including, without limitation, any Petroleum production licence);

any development plan approved by any relevant operating committee and/or any appropriate governmental or other regulatory authority relating to that Borrowing Base Asset;

any documents relating to the acquisition by any Obligor of any interests in any Borrowing Base Asset or of any entity holding the interest in such Borrowing Base Asset; and

any other document designated as such by the Borrower and the Facility Agent.

amount described in paragraphs (A)(2)(c), (A)(2)(d), (A)(2)(g) and (F) of the definition of Gross Expenditure which does not relate to a Borrowing Base Asset; and

general and administrative expenditure which does not relate to a Borrowing Base Asset for all periods other than the first Calculation Period in any Projection.

the amount certified by the Borrower (in a Working Capital Certificate delivered to the Technical Bank, the English Account Bank and the Facility Agent no later than 10 Business Days prior to that date) as being the aggregate amount required to be retained by the Borrowing Base Obligors in the Revenue Accounts in order for each Borrowing Base Obligor to meet its liabilities, in each case as they fall due in the period of 90 days from that date (in each case taking into account the income receivable by it in that period and the timing of the receipt of such income); or

if the Borrower fails to deliver a Working Capital Certificate to the Technical Bank, the English Account Bank and the Facility Agent at least 10 Business Days prior to that date, the amount which the Facility Agent (in consultation with the Technical Bank) determines acting reasonably as being the amount required by the Borrowing Base Obligors in order to meet their working capital requirements in the period of 90 days from that date.

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

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

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

each document entered into pursuant to which Security over the share capital of the Borrower, TransGlobe Yemen, TransGlobe West Gharib, TransGlobe Egypt, TransGlobe GOS and TransGlobe West Yemen is granted to the Finance Parties or, as the case may be, the Security Trustee (in its capacity as such);

each document entered into pursuant to which Security is granted by any Obligor over that Obligor's assets to the Finance Parties or, as the case may be, the Security Trustee (in its capacity as such);

each other document evidencing or creating any Security in favour of the Finance Parties (or, as the case may be, the Security Trustee (in its capacity as such)) for, or in respect of, the liabilities and obligations of any Obligor under this Agreement or any other Finance Documents; and

each other document designated as such by the Facility Agent and the Borrower.

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

in relation to any Loan, a notice substantially in the form set out in Part I (Loans) of Schedule 5 (Utilisation Request); and

in relation to any Letter of Credit, a notice substantially in the form set out in Part II (Letters of Credit) of Schedule 5 (Utilisation Request).

"VAT" means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature.

"West Gharib" means that part of the West Gharib region of Egypt in which TransGlobe West Gharib has a 100% working interest.

"Working Capital Certificate" means a certificate substantially in the form set out in Schedule 13 (Working Capital Certificate).

Construction

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

any Finance Party or any Obligor 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 but, if not having the force of law, being of a kind that is normally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

"disposal" means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and "dispose" will be construed accordingly;

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

a time of day is a reference to London time;

any matter "including" specific instances or examples of such matter shall be construed without limitation to the generality of that matter (and references to "include" shall be construed accordingly); and

the Interest Period of a Letter of Credit will be construed as a reference to the Term of that Letter of Credit;

an amount borrowed includes any amount utilised by way of Letter of Credit;

a Utilisation made or to be made to the Borrower includes a Letter of Credit issued on its behalf;

a Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit;

amounts outstanding under this Agreement include amounts outstanding under any Letter of Credit;

an "outstanding" amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the Borrower in respect of that Letter of Credit at that time (without regard to any cash cover provided in relation to such Letter of Credit);

the "face value" of any Letter of Credit is a reference to the face amount of the Letter of Credit on the date of its issue (without regard to any cash cover provided or any claims made thereunder);

the Borrower "repaying" or "prepaying" a Letter of Credit means:

the Borrower providing cash cover for that Letter of Credit;

the maximum amount payable under the Letter of Credit being reduced in accordance with its terms; or

the Fronting Bank being satisfied that it has no further liability under that Letter of Credit,

and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (R)(1) and (R)(2) above is the amount of the relevant cash cover or, as the case may be, relevant reduction;

the Borrower providing "cash cover" for a Letter of Credit means the Borrower paying an amount in the currency in which that Letter of Credit is denominated to an interest-bearing account in the name of the Borrower and the following conditions are met:

the account is with the Fronting Bank or any other Finance Party nominated by the Facility Agent with the approval of the Fronting Bank and the Majority Lenders;

withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit until no amount is or may be outstanding under that Letter of Credit; or

the Borrower has executed a security document, in form and substance satisfactory to the Facility Agent, the Security Trustee and the Fronting Bank creating a first ranking security interest over that account;

"USD", "$" or "dollars" is to the lawful currency for the time being of the United States of America; and

"EGP" or "Egyptian pounds" is to the lawful currency for the time being of Egypt.

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 is "continuing" if it has not been remedied or waived.

If a moratorium occurs in respect of an Obligor, the ending of that moratorium will not remedy any Event of Default caused by the moratorium and, notwithstanding any other term of the Finance Documents, that Event of Default will continue to be outstanding unless and until it is expressly waived by the Agent (acting on the instructions of the Majority Lenders).

For the purposes of this Agreement:

subject to the first sentence in Clause 7.1.1 (Adoption), a reference to the then "current Projection" is a reference to the Projection most recently adopted pursuant to Clause 7.9 (Adoption of Projections); and

a reference to the date on which any Projection is "due" to be adopted is a reference to the Recalculation Date as of which that Projection is to be prepared and adopted under Clause 7.1.1 (Adoption).

For the purposes of this Agreement:

a "Cover Ratio Event" shall occur if any Projection adopted pursuant to Clause 7 (Projections) demonstrates that:

the PLCR on any current or future Calculation Date shown in that Projection is less than *** redacted commercially sensitive term negotiated between the parties *** ;

the LLCR on any current or future Calculation Date shown in that Projection is less than *** redacted commercially sensitive term negotiated between the parties *** ; or

the DSCR on any current or future Calculation Date shown in that Projection is less than *** redacted commercially sensitive term negotiated between the parties *** ;

each such Cover Ratio Event shall be " continuing" until the adoption of a subsequent Projection pursuant to Clause 7 (Projections) which demonstrates that (as applicable):

the PLCR on each current and future Calculation Date shown in that Projection is equal to or greater than *** redacted commercially sensitive term negotiated between the parties *** ;

the LLCR on each current and future Calculation Date shown in that Projection is equal to or greater than *** redacted commercially sensitive term negotiated between the parties *** ; and

the DSCR on each current and future Calculation Date shown in that Projection is equal to or greater than *** redacted commercially sensitive term negotiated between the parties *** .

Any reference in this Agreement to a "Utilisation Request" for any Loan shall include any Utilisation Request which has been deemed to have been issued pursuant to Clause 6.7 (Loans to cover demands).

Any reference in this Agreement to the Borrowing Base Amount which is "applicable" at any date or period is a reference to the Borrowing Base Amount relating to that date or period as shown in the then current Projection.

Unless a contrary intention appears, the obligation(s) of each Obligor under this Agreement and/or the other Finance Documents shall remain in force for as long as any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Third party rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

THE FACILITY

Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a revolving credit facility (which may be utilised by way of loans or letters of credit) in an aggregate amount equal to the Aggregate Commitments from time to time.

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

Purpose

The Borrower shall apply all amounts borrowed by it under the Facility:

firstly, towards the refinancing of amounts outstanding under the Existing Credit Agreement; and

thereafter, towards any other lawful general corporate purposes of the Borrower.

Monitoring

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

CONDITIONS OF UTILISATION

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part I (CPs to first Utilisation Request) of Schedule 3 (Conditions precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of all the Lenders). The Facility Agent shall notify the Borrower promptly upon being so satisfied.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to any Loan if, on or before the Utilisation Date for that Loan, the Facility Agent has received all of the documents and other evidence listed in Part II (CPs to first Utilisation) of Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent (acting on the instructions of all the Lenders).

Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) and the Fronting Bank shall only be obliged to comply with Clause 6.5 (Issue of Letters of Credit) if:

on the date of the Utilisation Request and on the proposed Utilisation Date:

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

the Repeating Representations to be made by each Obligor are true in all material respects;

other than in the case of a Rollover Loan or a Renewal Letter of Credit:

any Projection which is due to be adopted by a Recalculation Date has been adopted in accordance with Clause 7 (Projections) by such Recalculation Date (unless it has not been so adopted as a result of any failure on the part of any Finance Party to perform its obligations under this Agreement); and

no Cover Ratio Event is continuing;

the aggregate of:

the amount of the Utilisation proposed to be made on the proposed Utilisation Date; and

the aggregate amount of all outstanding Utilisations on the proposed Utilisation Date less the aggregate amount of all outstanding Utilisations due to be repaid or prepaid on the proposed Utilisation Date,

does not exceed the lower of (i) the Aggregate Commitments and (ii) the Borrowing Base Amount, in each case, applicable on such proposed Utilisation Date (the "Maximum Available Amount"); and

in the case of any proposed Utilisation by way of a Letter of Credit, the aggregate of:

the amount of the proposed Letter of Credit; and

the aggregate undrawn amount of the face value of all other outstanding Letters of Credit less the aggregate amount of all outstanding Letters of Credit due to be cancelled on or before the proposed Utilisation Date,

Maximum number of Utilisations

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than *** redacted commercially sensitive term negotiated between the parties *** Utilisations would be outstanding.

UTILISATION - LOANS

Delivery of a Utilisation Request for Loans

The Borrower may request for a Loan to be made by delivery to the Facility Agent of a duly completed Utilisation Request not later than 10 a.m. on the *** redacted commercially sensitive term negotiated between the parties *** Business Day prior to the proposed Utilisation Date (or such later date as the Lenders may agree).

Completion of a Utilisation Request for Loans

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

it specifies that it is for a Loan;

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

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

the proposed Interest Period complies with Clause 11 (Interest Periods); and

it has been duly signed by an authorised signatory of the Borrower.

Only one Loan may be requested in each Utilisation Request delivered under this Clause 5 (Utilisation - Loans).

Currency and amount

The currency specified in a Utilisation Request for a Loan must be dollars.

The amount of the proposed Loan must be an amount which is a minimum of *** redacted commercially sensitive term negotiated between the parties *** or, if less, the maximum amount of the Facility that may be utilised for such Loan under Clause 4.2 (Further conditions precedent).

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 Total Available Commitments immediately prior to making the Loan.

The Facility Agent shall notify each Lender of the amount of each Loan not later than 5 p.m. on the *** redacted commercially sensitive term negotiated between the parties *** Business Day prior to the Utilisation Date for such Loan or, if (in the case of any Loan to be made pursuant to Clause 6.7 (Loans to cover demands)) it is not able to provide the same by such *** redacted commercially sensitive term negotiated between the parties *** Business Day, as soon as reasonably practicable after receiving the relevant notice from the Fronting Bank referred to in Clause 6.7 (Loans to cover demands).

Deemed Utilisation Requests

Notwithstanding any other provision of this Agreement, each Utilisation Request that is deemed to be issued pursuant to Clause 6.7 (Loans to cover demands) and Clause 6.11 (Deemed Loans) shall be deemed to have been issued in compliance with Clause 5.1 (Delivery of a Utilisation Request for Loans) and Clause 5.2 (Completion of a Utilisation Request for Loans) and all conditions (including the conditions set out in Clause 4.2 (Further conditions precedent)) that are required to be met in order for each Lender to make its participation in the Loan requested thereunder to be made available in accordance with Clause 5.4 (Lenders' participation) shall be deemed to have been met on the Utilisation Date for such Loan. The making of such Loan shall not be construed as a waiver of (i) any such conditions for any other purposes or (ii) any Default that may be continuing at such time.

Cancellation of Commitments

The Total Available Commitments shall be immediately cancelled at the end of the Availability Period.

UTILISATION - LETTERS OF CREDIT

Delivery of Utilisation Request for Letter of Credit

The Borrower may request a Letter of Credit to be issued by delivery to the Facility Agent and the Fronting Bank of a duly completed Utilisation Request not later than 5 p.m. on the *** redacted commercially sensitive term negotiated between the parties *** Business Day prior to the proposed Utilisation Date (or such later date as the Lenders and the Fronting Bank may agree).

Completion of Utilisation Request for Letter of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

it specifies that it is for a Letter of Credit;

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

the currency and amount of the Letter of Credit comply with Clause 6.3 (Currency and amount);

the form of the Letter of Credit is attached (and the same is in the form set out in Schedule 6 (Form of Letter of Credit) or in such other form as may be agreed between the Borrower, the Fronting Bank and the Facility Agent (acting on the instructions of the Majority Lenders));

the proposed Expiry Date of the Letter of Credit falls on or before the date which is three Months before the Final Maturity Date or, if the Borrower agrees in the relevant Utilisation Request to provide cash cover for that Letter of Credit in accordance with Clause 6.10 (Cash cover in respect of an Extended Letter of Credit), *** redacted commercially sensitive term negotiated between the parties *** years after the Final Maturity Date;

the delivery instructions for the Letter of Credit are specified;

it has been duly signed by an authorised signatory of the relevant Borrower; and

the identity of the beneficiary of the Letter of Credit has been approved by the Fronting Bank (acting reasonably).

Only one Letter of Credit may be requested in each Utilisation Request delivered under this Clause 6.2 (Completion of Utilisation Request for Letter of Credit).

Currency and amount

The currency specified in a Utilisation Request must be dollars.

The amount of the proposed Letter of Credit must not exceed the maximum amount of the Facility that may be utilised for such Letter of Credit under Clause 4.2.4 (Further conditions precedent) and the amount of the proposed Letter of Credit must be an amount which is a minimum amount of *** redacted commercially sensitive term negotiated between the parties *** or, if less, that maximum amount.

Renewal of a Letter of Credit

The Borrower may request any Letter of Credit issued on its behalf to be renewed by delivery to the Facility Agent and the Fronting Bank of a Utilisation Request no earlier than *** redacted commercially sensitive term negotiated between the parties *** Business Days before the Expiry Date of the relevant Letter of Credit and no later than 5 p.m. on the *** redacted commercially sensitive term negotiated between the parties *** Business Day prior to the Expiry Date of the relevant Letter of Credit.

Each Utilisation Request relating to the renewal of a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

it specifies that it is for the renewal of a Letter of Credit;

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

the currency and amount of the Letter of Credit comply with Clause 6.3 (Currency and amount);

a copy of the relevant Letter of Credit to be renewed is attached;

the proposed new Expiry Date of the Letter of Credit falls on or before the date which is *** redacted commercially sensitive term negotiated between the parties *** before the Final Maturity Date or, if the Borrower agrees in the relevant Utilisation Request to provide cash cover for that Letter of Credit in accordance with Clause 6.10 (Cash cover in respect of an Extended Letter of Credit), *** redacted commercially sensitive term negotiated between the parties *** years after the Final Maturity Date;

the delivery instructions for the Letter of Credit are specified;

it has been duly signed by an authorised signatory of the Borrower; and

the identity of the beneficiary of the Letter of Credit has been approved by the Fronting Bank (acting reasonably).

The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

its Term shall start on its Utilisation Date and shall end on the proposed Expiry Date specified in the relevant Utilisation Request relating to its renewal.

Only one Letter of Credit may be requested in each Utilisation Request delivered under this Clause 6.4 (Renewal of a Letter of Credit).

Issue of Letters of Credit

If the conditions set out in this Agreement have been met, the Fronting Bank shall issue or, as the case may be, renew and re-issue, each Letter of Credit on its proposed Utilisation Date (provided, in the case of any Renewal Letter of Credit the Utilisation Date of which falls before the Expiry Date of the relevant Letter of Credit which is being renewed and replaced by that Renewal Letter of Credit, the Fronting Bank is satisfied it has no further liability under the relevant Letter of Credit being renewed and replaced).

Claims under a Letter of Credit

The Borrower irrevocably and unconditionally authorises the Fronting Bank to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a "claim").

Save to the extent that any Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any claim, the Borrower shall immediately on demand pay to the Facility Agent for the Fronting Bank an amount equal to the amount of any claim.

The Borrower acknowledges that the Fronting Bank:

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

The obligations of the Borrower under this Clause 6 (Utilisation – Letters of Credit) will not be affected by:

the sufficiency, accuracy or genuineness of any claim or any other document; or

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Loans to cover demands

The Fronting Bank shall promptly issue a notice (a "claim notice") to the Facility Agent and the Borrower to notify them of (i) any claim made under any Letter of Credit; (ii) the amount of that claim (in the currency in which it is due to be paid); and (iii) the date on which it is due to pay that claim. Any failure by the Fronting Bank to provide any claim notice in accordance with this Clause 6.7.1 shall not release the Obligors and the other Lenders from their obligations and liabilities under this Clause 6 (Utilisations – Letters of Credit) or otherwise prejudice such obligations and liabilities.

If a claim notice has been issued, the Borrower shall be deemed to have issued a Utilisation Request for a Loan on the date which is the later of (a) the date on which that claim notice is issued and (b) 5 p.m. on the *** redacted commercially sensitive term negotiated between the parties *** Business Day prior to the date on which the Fronting Bank is due to pay the relevant claim. The amount of such a proposed Loan shall be equal to the amount of the claim specified in the claim notice. The Utilisation Date for such a proposed Loan shall be (i) the date specified in the claim notice as the date on which the relevant claim is due to be paid or (ii) if later, the *** redacted commercially sensitive term negotiated between the parties *** Business Day after the date on which the claim notice was issued. The Interest Period for such a Loan shall be determined by the Facility Agent (in consultation with the Borrower).

Indemnities

Save to the extent that any Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any claim, the Borrower shall immediately on demand indemnify the Fronting Bank against payment made, or any cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit requested by the Borrower.

Save to the extent that any Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any claim, each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Fronting Bank against any payment made, or cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit (unless the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).

If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 6.8.2, then that Lender will not be obliged to comply with Clause 6.8.2 and shall instead be deemed to have taken, on the first day of the Term of that Letter of Credit (or if later, on the date the Lender's participation in that Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Fronting Bank) an amount equal to its L/C Proportion of the total amount demanded under Clause 6.8.2.

The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the Fronting Bank under this Clause 6.8 (Indemnities) in respect of that Letter of Credit, save to the extent that a Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any such payment.

The obligations of each Lender under this Clause 6.8 (Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

The obligations of any Lender under this Clause 6.8 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this Clause 6.8.6, would reduce, release or prejudice any of its obligations under this Clause 6.8 (Indemnities) (without limitation and whether or not known to it or any other person) including:

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any other person;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;

any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

any insolvency or similar proceedings.

Ratings criteria

If the Fronting Bank so requests at any time in relation to any Letter of Credit, any Lender that is not an Acceptable Bank shall provide Lender Cash Collateral (within two Business Days of a request from the Fronting Bank) in amount equal to that Lender's L/C Proportion of the relevant outstanding amount of that Letter of Credit.

*** redacted commercially sensitive term negotiated between the parties ***

For these purposes:

the "relevant outstanding amount" of any Letter of Credit means the outstanding amount of that Letter of Credit less the amount of any cash cover for that Letter of Credit that has been provided by a Borrower; and

a Lender providing "Lender Cash Collateral" in relation to any Letter of Credit means that Lender paying an amount in the currency in which that Letter of Credit is denominated to an interest-bearing account in the name of that Lender and the following conditions are met:

the account is with the Fronting Bank;

withdrawals from the account may only be made:

to pay the Fronting Bank amounts due and payable to it by that Lender under Clause 6.8 (Indemnities) in respect of that Letter of Credit until no amount is or may be outstanding under that Letter of Credit;

(to the extent that such Letter of Credit has been subsequently repaid or prepaid) to repay that Lender an amount equal to that Lender's L/C Proportion of the amount of such repayment or prepayment; or

(to the extent that that Lender's Commitment is reduced and the same results in a change to its L/C Proportion) to repay that Lender the amount by which (i) the amount standing to the credit of the account exceeds (ii) the amount equal to that Lender's L/C Proportion (after the relevant reduction in its Commitment) of the relevant outstanding amount of that Letter of Credit;

(subject to condition (4) below) that Lender has executed a security document over that account, in form and substance satisfactory to the Fronting Bank creating first ranking Security over that account; and

any Security granted pursuant to condition (3) above shall be released to such extent as may be necessary to allow any repayments to that Lender permitted under condition (2)(b) or (c) above.

Cash cover in respect of an Extended Letter of Credit

If the Expiry Date of a Letter of Credit falls later than three Months before the Final Maturity Date (such Letter of Credit being an "Extended Letter of Credit"), the Borrower shall, as security for its obligations under Clause 6.6 (Claims under a Letter of Credit) and Clause 6.8 (Indemnities) in respect of that Extended Letter of Credit, by no later than the earlier of:

the date falling three (3) Months prior to the Final Maturity Date; and

the date on which the whole of the Facility is repaid or prepaid and cancelled,

If and to the extent the Borrower fails to make any payment to the Fronting Bank pursuant to this Agreement in relation to an Extended Letter of Credit on the due date, then the Borrower hereby irrevocably authorises the Fronting Bank to apply the cash cover towards such payment.

Deemed Loans

If the Borrower fails to provide cash cover in respect of an Extended Letter of Credit when due in accordance with Clause 6.10 (Cash cover in respect of an Extended Letter of Credit) the Borrower shall be deemed to have issued a Utilisation Request for a Loan in the amount required to achieve full cash cover in respect of that Extended Letter of Credit on the date upon which the cash cover should have been made in accordance with Clause 6.10.1. The Utilisation Date for such a proposed Loan shall be the date on which the cash cover should have been made by the Borrower in accordance with Clause 6.10.1. The Interest Period for such a Loan shall be determined by the Facility Agent.

If a deemed Loan is made in accordance with Clause 6.11.1, the proceeds of that deemed Loan shall be held by the Fronting Bank as cash cover for the applicable Extended Letter of Credit.

Deemed participation in the Extended Letter of Credit

On and from the date on which full cash cover in respect of an Extended Letter of Credit is provided pursuant to Clause 6.10 (Cash cover in respect of an Extended Letter of Credit) and/or Clause 6.11 (Deemed Loans) and notwithstanding any other provision of this Agreement (i) to the extent that the Fronting Bank is not a Lender it shall be deemed to be a Lender and (ii) the L/C Proportion of the Fronting Bank in respect of that Extended Letter of Credit shall be deemed to be one hundred per cent.

Release of security

Provided the Obligors comply with Clauses 6.10 (Cash cover in respect of an Extended Letter of Credit) to 6.12 (Deemed participation in the Extended Letter of Credit) and provide cash cover for each Extended Letter of Credit, such arrangements shall not prejudice the right of the Obligors to have all other Security released in accordance with the terms of the Finance Documents.

Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 6 (Utilisation – Letters of Credit).

PROJECTIONS

Adoption

Until the adoption of the first new Projection in accordance with this Clause 7 (Projections), the Initial Projection shall be the current Projection for the purposes of this Agreement. A new Projection shall be prepared in accordance with this Clause 7 (Projections) and adopted as of:

subject to Clause 7.1.3, each Scheduled Recalculation Date; and

each Interim Recalculation Date:

Promptly following any request by the Facility Agent, the Technical Bank or the Borrower for a new Projection pursuant to Clause 7.1.1(B), the Technical Bank (acting reasonably) shall specify and notify the Borrower and the Facility Agent of the date as of which such Projection is to be prepared and adopted (an "Interim Recalculation Date").

If any Interim Projection is adopted not more than *** redacted commercially sensitive term negotiated between the parties *** Months prior to any Scheduled Recalculation Date or is in preparation not more than *** redacted commercially sensitive term negotiated between the parties *** Months prior to any Scheduled Recalculation Date with the intention of adopting the same by that Scheduled Recalculation Date, the Scheduled Projection that was scheduled to be prepared pursuant to Clause 7.1.1(A) for adoption by that Scheduled Recalculation Date shall not be prepared but, for the avoidance of doubt, save as aforesaid, the adoption of an Interim Projection shall not affect the obligations of the parties hereunder to prepare Projections or the timing therefor.

Content

Each Projection and draft Projection prepared pursuant to this Clause 7 (Projections) must:

be prepared using the Computer Model;

be in a form similar to the Initial Projection (or such other form as the Technical Bank may approve) and include the same type of information (and in the same level of detail) as that included in the Initial Projection;

be prepared on the basis of the Assumptions that are proposed, approved, agreed and/or determined in accordance with this Clause 7 (Projections);

without prejudice to Clause 7.2.2, include:

details of all the Assumptions on which it is based;

calculations of:

the Projected Net Revenues for each Calculation Period ending on or before the Calculation End Date;

the PLCR, LLCR and DSCR relating to each Calculation Period ending on or before the Final Maturity Date;

the Borrowing Base Amount for each Calculation Period commencing on or before the Final Maturity Date; and

the Reserve Tail Date.

Key principles

In (i) proposing, agreeing and/or determining Assumptions, (ii) preparing and/or approving any Projection or draft Projection or (iii) otherwise carrying out their obligations, and exercising their rights, under this Clause 7 (Projections), the Parties shall have regard to and comply with the following principles:

Each Projection shall generally be based on the Proven + Probable Reserves of each Borrowing Base Asset or such other reserves basis (which basis shall not include reserves other than Proven + Probable Reserves of each Borrowing Base Asset) as may be determined by the Technical Bank in consultation with the Borrower.

Each Projection will, in projecting interest rates and Petroleum sale prices, take account of the terms of any existing Hedging Agreement to the extent that such Hedging Agreement is between a member of the Group and (i) a Lender which is an Acceptable Bank or (ii) another Lender approved by the Technical Bank (acting reasonably).

All figures for Taxes included in any Projection must be based on tax legislation in force on the relevant Recalculation Date on which that Projection is due to be adopted and on any official announcements or publications in force as at such date stating that such legislation is to be altered, supplemented or replaced in whole or in part.

For the purposes of determining the opening cash balance(s) and the closing cash balance(s) for each Calculation Period shown in any Projection, all amounts standing to the credit of accounts that are not Project Accounts shall be disregarded.

The Gross Expenditures associated with the abandonment of any Borrowing Base Asset will be assumed to occur in the Calculation Period in which the Abandonment Date for such Borrowing Base Asset occurs.

Preparatory steps

No later than *** redacted commercially sensitive term negotiated between the parties *** before each Recalculation Date or, in relation to any Interim Projection, such later date as the Technical Bank may specify:

the Technical Bank (acting reasonably) shall submit to the Borrower its proposals for the Economic Assumptions, which shall be consistent with assumptions made by the Technical Bank for credit facilities similar to the Facility and in respect of borrowers and assets similar to the Borrower and the Borrowing Base Assets; and

the Borrower shall submit to the Technical Bank its proposals for the Technical Assumptions,

to be used, in each case, for the Projection due to be adopted on such Recalculation Date.

The Borrower and the Technical Bank shall seek to agree the Assumptions to be used for each Projection based on the proposals submitted in accordance with Clause 7.4.1 by (i) the date falling *** redacted commercially sensitive term negotiated between the parties *** Business Days before the Recalculation Date on which that Projection is due to be adopted or (ii) in relation to any Interim Projection, such later date as the Technical Bank may specify.

Draft Projections

The Technical Bank shall prepare a draft Projection using:

all the Assumptions that have been agreed between the Borrower and the Technical Bank pursuant to Clause 7.4.2 (Preparatory steps); and

to the extent that the Borrower and the Technical Bank have not been able to reach agreement on any such Assumptions by the date referred to in Clause 7.4.2 (Preparatory steps), such Assumptions as determined by the Technical Bank (acting reasonably).

If the Borrower has made a request under Clause 7.10 (Asset base) and/or the Projection in question is being prepared pursuant to Clause 7.1.1(B)(3) (Adoption ) then, at the Technical Bank's option:

the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; or

the Technical Bank shall prepare:

a draft Projection on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; and

a further draft Projection on the basis that no new Petroleum Asset(s) will be designated as Borrowing Base Asset(s) and no current Borrowing Base Asset(s) will cease to be so designated.

The Borrower and the Technical Bank will endeavour to ensure that each draft Projection is delivered (through the Facility Agent) to each Lender no later than (i) *** redacted commercially sensitive term negotiated between the parties *** Business Days prior to the Recalculation Date on which such Projection is due to be adopted or (ii) in the case of any draft Interim Projection, such later date as the Technical Bank may specify.

If the Borrower has made a request under Clause 7.10.1 (Asset base) or the draft Projection is being prepared pursuant to Clause 7.1.1(B)(3) (Adoption) the relevant draft Projection must be accompanied by details of the conditions ("CPs ") (if any) that the Technical Bank (acting reasonably) considers necessary to be satisfied in order for the relevant Petroleum Asset(s) to be designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) to cease to be so designated.

Consideration by Lenders

Each Lender may, within *** redacted commercially sensitive term negotiated between the parties *** Business Days of receiving the draft Projection and other information under Clause 7.5 (Draft Projections), inform (through the Facility Agent) the Technical Bank whether or not it approves each of:

the adoption of each of the Assumptions used in the preparation of that draft Projection;

any relevant Petroleum Asset being designated as a Borrowing Base Asset and to the CPs relating thereto (if any); and

a Borrowing Base Asset ceasing to be so designated and to the CPs relating thereto (if any).

Any Lender that does not inform, through the Facility Agent and the Technical Bank to the contrary within 10 Business Days of receiving the draft Projection and other information under Clause 7.5 (Draft Projections), shall be deemed to have approved (as the case may be):

the adoption of all of the Technical Assumptions used in the preparation of that draft Projection; and/or

any proposed Petroleum Asset being designated a Borrowing Base Asset and to the CPs relating thereto (if any); and/or

the relevant Borrowing Base Asset ceasing to be so designated and to the CPs relating thereto (if any).

Lenders approve

If (as the case may be):

the Majority Lenders approve, or are deemed to have approved, the use of each of the Assumptions for the preparation of the relevant Projection; and/or

the Majority Lenders approve, or are deemed to have approved, any Petroleum Asset being designated a Borrowing Base Asset and the CPs relating thereto; and/or

the Majority Lenders approve, or are deemed to have approved, any existing Borrowing Base Asset ceasing to be so designated and the CPs relating thereto,

the draft Projection shall be adopted pursuant to Clause 7.9 (Adoption of Projections); and/or

the proposed new Petroleum Asset shall become a Borrowing Base Asset (upon satisfaction of such CPs); and/or

the relevant existing Borrowing Base Asset shall cease to be a Borrowing Base Asset (upon satisfaction of such CPs).

Lenders do not approve

If Majority Lenders do not approve, or are not deemed to have so approved, any of the Assumptions referred to the Lenders for approval pursuant to Clause 7.6 (Consideration by Lenders), such Assumptions will be determined by the Majority Lenders (acting reasonably). Promptly upon the unapproved Assumptions being determined by the Majority Lenders, the Technical Bank shall revise the draft Projection to reflect each such Assumption that has been so determined.

If the Majority Lenders (i) do not approve, or are not deemed to have approved, the designation of any Petroleum Asset as a Borrowing Base Asset or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to be effected and (b) are not acceptable to the Borrower, then the Technical Bank will promptly prepare a new draft Projection:

based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections); and

that does not take account of the proposed Petroleum Asset as a Borrowing Base Asset.

If the Majority Lenders do not approve, or are not deemed to have approved, of an existing Borrowing Base Asset ceasing to be so designated or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to cease and (b) are not acceptable to the Borrower, then the Technical Bank will promptly prepare a new draft Projection:

based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections); and

that takes account of the relevant Borrowing Base Asset as a Borrowing Base Asset.

Adoption of Projections

Each draft Projection prepared pursuant to (as the case may be) Clauses 7.7 (Lenders approve) and 7.8 (Lenders do not approve) will not be adopted as the current Projection for the purposes of this Agreement until the latest of:

the relevant Recalculation Date on which the relevant Projection is due to be adopted;

the date on which any relevant CPs (together with any additional conditions that the Majority Lenders may require in accordance with the preceding provisions of this Clause 7 (Projections)) are satisfied;

in the case of any Projection which has been revised pursuant to Clause 7.8 (Lenders do not approve), the date on which the Technical Bank confirms that it has verified that the relevant draft Projection has been prepared in accordance with the requirements of this Clause 7 (Projections).

Upon such adoption of the Projection, the Facility Agent shall inform the Lenders and the Borrower accordingly and shall distribute a copy of that Projection to each of them.

Asset base

On or before the date falling *** redacted commercially sensitive term negotiated between the parties *** Business Days before the date on which the Technical Bank and the Borrower are due to submit their proposals in respect of the Assumptions to be used for any Projection pursuant to Clause 7.4 (Preparatory steps), the Borrower may submit a request to the Facility Agent, the Technical Bank and the Lenders for any Petroleum Asset to be designated a Borrowing Base Asset and/or for any existing Borrowing Base Asset to cease to be designated a Borrowing Base Asset.

If the Borrower has made a request under Clause 7.10.1 for any Petroleum Asset to be designated a Borrowing Base Asset or a Projection is being prepared pursuant to Clause 7.17.1.1(B)(3) (Adoption ), the Borrower must deliver to the Lenders, the Facility Agent and the Technical Bank (at the same time it makes the relevant request for such Petroleum Asset to be designated a Borrowing Base Asset) all such information, documentation and evidence as the Lenders, the Technical Bank and/or the Facility Agent may reasonably require with respect to such Petroleum Asset.

Computer Model

The Technical Bank may, with the prior consent of the Borrower and the Majority Lenders, make amendments to the Computer Model from time to time (such consent not to be unreasonably withheld or delayed) to correct any deficiencies in such Computer Model (including any conflict between the Computer Model and any Project Document) or otherwise to reflect any changes in circumstance since the date of this Agreement.

*** redacted commercially sensitive term negotiated between the parties ***

REPAYMENT

Reduction of Facility

The Aggregate Commitments shall reduce to zero on the Final Maturity Date.

Repayment of Utilisations

The Borrower shall repay each Loan on the last day of its Interest Period.

Notwithstanding any other provision of this Agreement, all Utilisations and other amounts outstanding under the Facility shall be repaid on the Final Maturity Date.

Reduction

The Borrower shall repay such amount of the Utilisations as is required to ensure that at all times the aggregate amount of the Utilisations does not exceed the Aggregate Commitments at that time.

In addition, on each Reduction Date, the Borrower shall repay such amount of the Utilisations as is required to reduce the aggregate amount of the Utilisations to the Borrowing Base Amount applicable on the day after such Reduction Date.

Any repayments under Clause 8.3.1 or Clause 8.3.2 of Loans shall be applied towards such Loans as the Facility Agent (acting in consultation with the Borrower) shall determine. Any cash cover provided under Clause 8.3.1 or Clause 8.3.2 shall be applied towards such Letters of Credit as the Facility Agent and the Fronting Bank (both acting in consultation with the Borrower) shall determine.

PREPAYMENT AND CANCELLATION

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 Utilisation:

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

upon the Facility Agent notifying the Borrower, the Commitment of that Lender in respect of each Specified Period will be immediately cancelled; and

the Borrower shall repay that Lender's participation in the Utilisations on the last day of the Interest Period for each Utilisation occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

Change of control

If (a) any Obligor (other than the Parent) ceases to be a wholly-owned Subsidiary of the Parent or (b) any person or group of persons acting in concert gains control of the Parent (a "Change of Control"):

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

no Lender shall be obliged to fund a Utilisation (except for a Rollover Loan); and

if the Majority Lenders require, the Facility Agent shall, by not less than fifteen Business Days' notice to the Borrower, cancel the Facility and declare (1) all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable and (2) full cash cover in respect of each Letter of Credit is immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

If a Change of Control occurs in respect of the Parent, and the Majority Lenders do not require the Facility Agent to cancel the Facility and require all amounts outstanding thereunder to be immediately due and payable in accordance with paragraph (C) of Clause 9.2.1 above, if any Lender is unable (acting reasonably) to complete satisfactory "know your customer" or similar identification procedures in respect of the acquiror(s) of the Parent:

that Lender may notify the Facility Agent, upon determining that it is unable to complete such procedures satisfactorily, of its requirement for its Commitment to be cancelled and its participations in the Utilisations to be prepaid in full; and

the Facility Agent shall, by not less than 15 Business Days' notice to the Borrower, cancel the Commitment of that Lender in respect of each Specified Period and require the Borrower to repay that Lender's participation in the Utilisations, whereupon that Lender's Commitment shall be cancelled and that Lender's participations in the Utilisations shall become immediately due and payable.

For the purposes of Clause 9.2.1, "control" of the Parent means:

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Parent; or

appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or

give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply; and/or

the holding beneficially of more than 50% of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For the purposes of Clause 9.2.1, "acting in concert" has the meaning given to such term in the City Code on Takeovers and Mergers and the presumptions specified therein in relation to the term "acting in concert" shall apply to such term as used in this Agreement (whether or not that code applies to the Obligors).

Cover Ratio Event

If a Cover Ratio Event occurs and for or so long as a Cover Ratio Event is continuing:

the Borrower shall promptly provide to the Facility Agent such information as the Facility Agent may request in order to determine the Obligors' available cashflow;

the Borrower shall procure that on each Reduction Date and on the last day of each Interest Period, all Excess Revenues are applied in prepayment of the Utilisations.

For the purposes of this Clause 9.3 (Cover Ratio Event), "Excess Revenues" means, on any date, *** redacted commercially sensitive term negotiated between the parties ***

Voluntary cancellation

The Borrower may, if it gives the Facility Agent not less than five 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 $1,000,000 and an integral multiple of $500,000) of the Total Available Commitments.

On the date of the cancellation of any Aggregate Commitments relating to any Specified Period pursuant to Clause 9.4.1:

the Commitment of each Lender shall be reduced rateably; and

if, as a result of the reduction of any Lender's Commitment for that Specified Period (the "relevant Specified Period") pursuant to Clause 9.4.2(A) that Lender's Commitment for any subsequent Specified Period exceeds that reduced Commitment for the relevant Specified Period, that Lender's Commitment for each such subsequent Specified Period shall be reduced to an amount equal to that reduced Commitment for the relevant Specified Period.

Voluntary Prepayment of Loans

The Borrower may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000).

Right of 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 Clause 14.2.3 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitments of that Lender for each Specified Period and its intention to procure the repayment of that Lender's participation in the Utilisations.

On receipt of a notice referred to in Clause 9.6.1, the Commitment of that Lender for each Specified Period shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice under Clause 9.6.1 above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in that Loan, together with all interest and other amounts accrued under the Finance Documents.

The Borrower shall, on demand made by the Facility Agent following the receipt by it of any notice referred to in Clause 9.6.1, provide or procure the provision of cash cover for the amount of the relevant Lender's aggregate participation in all outstanding Letters of Credit.

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent 10 Business Days' notice of cancellation of the Available Commitment of that Lender.

On the date (the "cancellation date") on which the cancellation of the Available Commitment of any Defaulting Lender pursuant to Clause 9.7.1 takes effect:

the Commitment of that Defaulting Lender for the Specified Period (the "initial Specified Period") in which the cancellation date occurs shall be reduced by an amount equal to the Available Commitment so cancelled; and

that Defaulting Lender's Commitment for each subsequent Specified Period shall be reduced by the same proportion by which its Commitment for the initial Specified Period is reduced pursuant to Clause 9.7.2(A).

The Facility Agent shall as soon as practicable after receipt of a notice referred to in Clause 9.7.1, notify all the Lenders.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 (Prepayment and cancellation) 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 or repaid may be reborrowed in accordance with the terms of this Agreement.

The Borrower shall not repay or prepay all or any part of the Utilisations 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 Facility Agent receives a notice under this Clause 9 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

Upon the repayment or prepayment of any Loan for any reason, the Facility Agent, the Borrower and any Hedging Bank that is a party to any Hedging Agreement (or hedging transaction thereunder) relating, in each case, to the Borrower's interest rate exposure under this Agreement shall consult in good faith with a view to amending the terms of such Hedging Agreement and/or transaction to reflect any change in the Borrower's interest rate exposure under this Agreement arising as a result of such repayment or prepayment. Any amendments to any Hedging Agreement and/or transaction under a Hedging Agreement to be effected pursuant to this Clause 9.8.7 shall be effected at the Borrower' sole cost and expense.

INTEREST

Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin;

LIBOR; and

Mandatory Cost, if any.

Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six-monthly intervals after the first day of the Interest Period).

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 Clause 10.3.2, is *** redacted commercially sensitive term negotiated between the parties *** 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 Facility Agent (acting reasonably). Any interest accruing under this Clause 10.3 (Default interest) shall be immediately payable by the Obligor on demand by the Facility 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 *** redacted commercially sensitive term negotiated between the parties *** 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

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

INTEREST PERIODS

Selection of Interest Periods

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

Subject to this Clause 11 (Interest Periods) and the last sentence of Clause 6.7.2 (Loans to cover demands), the Borrower may select an Interest Period of one, two, three or six Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).

An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

Each Interest Period for a Loan shall start on the Utilisation Date.

A Loan has one Interest Period only.

Changes to Interest Periods

Prior to determining the interest rate for a Loan, the Facility Agent may shorten an Interest Period for any Loan to ensure that (a) the last day of such Interest Period coincides with a Reduction Date and (b) that there are sufficient Loans (with an aggregate amount equal to or greater than the amount required to be repaid under Clause 8.3 (Reduction) on such Reduction Date) which have an Interest Period ending on such Reduction Date.

If the Facility Agent makes any of the changes to an Interest Period referred to in this Clause 11.2, it shall promptly notify the Borrower and the Lenders.

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

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 a.m. on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

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 percentage rate per annum which is the sum of:

the applicable Margin;

the rate notified to the Facility 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 noon on the Quotation Day 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 Facility Agent to determine LIBOR for the relevant Interest Period; or

before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed ***redacted commercially sensitive term negotiated between the parties *** of that Loan) that the cost to it of obtaining matching deposits in the London interbank market would be in excess of LIBOR.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall, without prejudice to the operation of Clause 12.2 (Market disruption), enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to Clause 12.3.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

Break Costs

The Borrower shall, within three 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 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 Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

Interest Provisions Applicable to Canadian Obligors

In this Clause 12.5, the term "Canadian Obligor" means any Obligor incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

For the purposes of the Interest Act (Canada) and disclosure thereunder, the rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

Any provision of this Agreement that would oblige a Canadian Obligor to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Obligor, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

If any provision of this Agreement would oblige a Canadian Obligor to make any payment of interest or other amount payable to any Finance Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Finance Party of "interest" at a "criminal rate" (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Finance Party of "interest" at a "criminal rate", such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

first, by reducing the amount or rate of interest; and

thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

FEES

Commitment fee

The Borrower shall pay to the Facility Agent (for the account of each Lender) in respect of each Fee Period:

a fee computed at the applicable *** redacted commercially sensitive term negotiated between the parties *** on the daily amount (if any) by which the Aggregate Commitments exceeds the applicable Borrowing Base Amount; and

a fee computed at the applicable *** redacted commercially sensitive term negotiated between the parties *** on the daily amount (if any) by which the applicable Maximum Available Amount exceeds the outstanding Utilisations.

L/C commission

The Borrower shall, in respect of each Letter of Credit requested by it, pay to the Facility Agent (for the account of each Lender) in respect of each Fee Period a letter of credit commission ("L/C Commission") equal to:

*** redacted commercially sensitive term negotiated between the parties *** of the Margin on the daily amount of the L/C Exposure in respect of a Letter of Credit issued in relation to a member of the Group's business in Egypt; and

*** redacted commercially sensitive term negotiated between the parties *** of the Margin on the daily amount of the L/C Exposure in respect of a Letter of Credit issued in relation to a member of the Group's business in Yemen or for any other purpose.

Fronting Bank fee

The Borrower shall pay to the Fronting Bank (for its own account) fronting fees in respect of each Letter of Credit requested by it in the amounts and at the times set out in the applicable Fee Letter.

Computation and payment

Any commitment fee and/or L/C Commission payable under this Clause 13 (Fees) must be paid by the Borrower within two Business Days after receipt by the Borrower of the calculation of such commitment fee or, as the case may be, such L/C Commission from the Facility Agent under Clause 13.4.3.

Any such commitment fee and L/C Commission must be paid in dollars.

The Facility Agent shall calculate the commitment fee and/or the L/C Commission payable for each Fee Period and shall notify the Borrower of the same within five Business Days after the end of the relevant Fee Period. Each such calculation shall, in the absence of manifest error, be conclusive evidence of the amount thereof.

Definitions

For the purposes of this Agreement:

"Fee Period" means:

In relation to the commitment fee payable under Clause 13.1 (Commitment fee):

the period commencing on the date of this Agreement and ending on the first quarter date to occur thereafter; and thereafter,

each successive period of three Months (or, in the case of the last such period, less) commencing on the day after a quarter date and ending on the first quarter date to occur thereafter (or, in the case of the last such period, on the Final Maturity Date) or, if earlier, on the date that the Commitments have been cancelled; and

in relation to the L/C Commission with respect to each Letter of Credit:

the period commencing on the date of issue of that Letter of Credit and ending on the first quarter date to occur thereafter; and thereafter,

each successive period of three months (or, in the case of the last such period, less) commencing on the day after a quarter date and ending on the first quarter date to occur thereafter (or, in the case of the last such period, the Expiry Date of the relevant Letter of Credit),

where, for these purposes, "quarter date" means 31 March, 30 June, 30 September or 31 December.

"L/C Exposure" means, in relation to each Letter of Credit, the daily difference between:

the face value of that Letter of Credit; and

the aggregate amount of all claims thereunder that have been paid,

less the amount of cash cover which has been provided in respect of the relevant Letter of Credit.

"Unavailable Rate" means, in relation to any day in any Fee Period, the percentage rate per annum which is equal to *** redacted commercially sensitive term negotiated between the parties *** of the applicable Margin on that day.

"Unutilised Rate" means, in relation to any day in any Fee Period, the percentage rate per annum which is equal to *** redacted commercially sensitive term negotiated between the parties *** of the applicable Margin on that day.

Other fees and costs

The Borrower will pay to the relevant Finance Parties the relevant fees and other costs and expenses in the amounts and at the times set out in the Fee Letters and the Mandate Letter.

Independent Engineer and other representatives

The Borrower shall, within five Business Days of demand by the Facility Agent, the Security Trustee or the Technical Bank, pay, or reimburse the relevant Finance Party for any payments that it has made in relation to, any reasonable fees, costs and expenses properly incurred by (a) the Independent Engineer pursuant to the Finance Documents and/or (b) any legal adviser, insurance adviser, environmental consultant, engineering consultant, or model auditor appointed by that Finance Party in connection with the exercise of its rights and discretions or the performance of its duties and obligations, under the Finance Documents.

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"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 an Obligor 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 (Tax gross-up and indemnities) 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.

The Borrower 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 Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and 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, that Obligor 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 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 Facility 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.

Tax indemnity

The Borrower shall (within three Business Days of demand by the Facility 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.

Clause 14.3.1 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,

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

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 14.2 (Tax gross-up).

A Protected Party making, or intending to make a claim under Clause 14.3.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3 (Tax indemnity), notify the Facility Agent.

Tax Credit

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

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

The Borrower shall pay and, within three 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.

Value added tax

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on any such supply or supplies, and accordingly, subject to Clause 14.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall 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 shall promptly provide an appropriate VAT invoice to such Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 14.6 (Value added tax) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

INCREASED COSTS

Increased costs

Subject to Clause 15.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Facility 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 the 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 15.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

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

Exceptions

Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 14.3.2 (Tax indemnity) applied);

compensated for by the payment of the Mandatory Cost; or

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

In this Clause 15.3 (Exceptions), a reference to a "Tax Deduction" has the same meaning given to the term in Clause 14.1 (Definitions).

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;

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

that Obligor shall as an independent obligation, within three 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.

Without prejudice to Clause 16.1.1, each Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability which that Finance Party incurs as a result of that Finance Party receiving an amount in respect of that Obligor's liability under any Finance Document in a currency other than the currency in which that liability is expressed to be payable under that Finance Document.

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 Borrower shall (or shall procure that an Obligor will), within three 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 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 32 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Utilisation requested by the 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);

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower;

any Environmental Claim against the relevant Finance Party arising as a result of the relevant Finance Party being a party to this Agreement or any other Finance Document unless caused by the gross negligence or wilful misconduct of the relevant Finance Party; or

any abandonment of any Petroleum Asset in which any member of the Group has an interest arising as a result of the relevant Finance Party being a party to this Agreement or any other Finance Document unless caused by the gross negligence or wilful misconduct of the relevant Finance Party.

Indemnity to the Administrative Finance Parties

The Borrower shall promptly indemnify each Administrative Finance Party against any cost, loss or liability incurred by that Administrative Finance Party (acting reasonably) as a result of:

(in the case of the Facility Agent or the Security Trustee) investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction made in connection with any Finance Document and which it reasonably believes to be genuine, correct and appropriately authorised.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Borrower, 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), Clause 15 (Increased costs) or paragraph 3 of Schedule 7 (Mandatory Cost Formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Clause 17.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrower shall promptly 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

Transaction expenses

The Borrower shall promptly on demand pay the Administrative Finance Parties the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with:

the negotiation, preparation, printing, execution and syndication of:

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

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

the designation or de-designation of any Petroleum Assets as Borrowing Base Assets;

the completion of the transactions and perfection of the Security intended to be created pursuant to the Security Documents; and

the release of any Security constituted by any Finance Document or the release of any Obligor pursuant to Clause 28 (Changes to the Obligors).

Amendment costs

If (a) an Obligor requests an amendment, waiver or consent to any Finance Document or (b) an amendment is required pursuant to Clause 33.10 (Change of currency), the Obligors shall, within three Business Days of demand, reimburse the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by the Finance Parties in responding to, evaluating, negotiating or complying with that request or requirement.

Enforcement costs

The Borrower shall, within three 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.

GUARANTEE AND INDEMNITY

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents;

undertakes with each Finance Party that whenever an Obligor does not pay any amount when due or expressed to be due under or in connection with any Finance Document, that Guarantor 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 an Obligor 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 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 (Guarantee and indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Waiver of defences

The obligations of each Guarantor under this Clause 19 (Guarantee and indemnity) will not be affected by (and the intention of each Guarantor is that its obligation shall continue in full force and effect notwithstanding) an act, omission, matter or thing which, but for this Clause 19.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 19 (Guarantee and indemnity) (without limitation and whether or not known to it or any Finance Party) including:

any time, waiver or consent granted to, or composition with, any Obligor or other person;