Seawell Limited of Hamilton, Bermuda, with Bermuda registration number 40612, as borrower (the “Borrower”);

The banks and financial institutions listed in Schedule 1, as original lenders;

Danske Bank A/S of 75 King William Street London EC4N 7DT as facility agent (the “Agent”); and

Danske Bank A/S, as mandated lead arranger (the “Arranger”) and underwriter (the “Underwriter”).

DEFINITIONS AND INTERPRETATION

Definitions

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

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

in relation to a Lender, the amount set opposite its name under the heading “Commitments” in Schedule 1 (Lenders and Commitments) and the amount of any other Commitment transferred to it pursuant to Clause 25.2 (Assignments and transfers by the Lenders); and

in relation to any New Lender, the amount of any Commitment transferred to it pursuant to Clause 25.2 (Assignments and transfers by the Lenders), to the extent not cancelled, reduced or transferred by it under this Agreement.

the applicable Screen Rate, or

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

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 US 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; and

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

the applicable Screen Rate; or

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

if there are no Loans outstanding, a Lender or Lenders whose Commitments aggregate more than 66.67% of the Total Commitment or, if the Total Commitment have been reduced to zero, whose Total Commitments aggregated more than 66.67% of the Total Commitment immediately prior to the reduction; or

at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66.67% of the Loans then outstanding.

be materially adverse to the ability of the Borrower to perform any of its material obligations (and, for the avoidance of doubt, all payment obligations shall be regarded as being material) under any of the Finance Documents as and when they fall due to be performed; and/or

be materially adverse to the business, assets or financial condition of the Borrower.

the applicable Screen Rate; or

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

In relation to EURIBOR, the screen page EURIBOR 01 for EUR;

in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for an Optional Currency for the relevant period other than EUR;

in relation to NIBOR the screen page NIBP for the Base Currency for the relevant period; and

has direct or indirect control; or

owns directly or indirectly more than fifty (50) per cent (votes and capital),

the net income, profits or gains of that Finance Party world wide; or

such of the net income, profits or gains of that Finance Party as are considered to arise in or relate to or are taxable in that jurisdiction.

Construction

Clause and Schedule headings are for ease of reference only;

words denoting the singular number shall include the plural and vice versa;

references to Clauses and Schedules are references, respectively, to the Clauses and Schedules of this Agreement;

references to a provision of law is a reference to that provision as it may be amended or re-enacted, and to any regulations made by the appropriate authority pursuant to such law;

references to “control” means the power to appoint a majority of the board of directors or to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise;

references to “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;

references to a “person” shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality);

references to “certification” or “certificate” means a statement in original by an authorised signatory; and

currency codes shall be interpreted as set out in ISO 4217:2001 as amended (www.iso.ch)

THE FACILITY

The Facility

Finance Parties’ rights and obligations

PURPOSE

Purpose

Monitoring

CONDITIONS PRECEDENT

Initial conditions precedent

Further conditions precedent

no Default is continuing or would result from the proposed Loan; and

the representations and warranties contained in Clause 19 (Representations and warranties) (deemed to be repeated on those dates) are true and correct in all material respects.

Waiver of conditions precedent

Conditions relating to Optional Currencies

it is readily available in the amount required and freely convertible into the Base Currency; and

it is EUR, USD, GBP, JPY, SEK or any other currency convertible into EUR in the London interbank market and acceptable to the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Drawdown Notice.

Maximum number of Loans

DRAWDOWN

Delivery of the Drawdown Notice

Completion of the Drawdown Notice

the proposed Drawdown Date is a Business Day within the relevant Availability Period;

the currency and amount specified is in compliance with the provisions of Clause 5.3 (Currency and amount);

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

only one Loan is requested in the Drawdown Notice.

Currency and amount

The currency specified in a Drawdown Notice must be the Base Currency or an Optional Currency.

The amount of a proposed Loan must be:

if the currency selected is the Base Currency, an amount which is a minimum of NOK 20,000,000 or, if less, the Available Facility for the time being; or

if the currency selected is an Optional Currency, an amount, the Base Currency Amount of which is a minimum of NOK 20,000,000 or, if less, the Available Facility for the time being; and

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

Availability

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 Drawdown Date.

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

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan.

Bank Guarantees

The Facility may be utilised by way of Bank Guarantees.

The Borrower may request a Bank Guarantee to be issued by delivery to the Issuing Bank, of a duly completed Utilisation Request not later than 10 Business Days prior to the proposed Utilisation Date of such Bank Guarantee.

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

it specifies that it is for a Bank Guarantee;

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

the currency (being either the Base Currency or an Optional Currency) of the Bank Guarantee is specified;

the amount of the Bank Guarantee is specified;

the purpose of the Bank Guarantee is explained and approved by the Issuing Bank (such approval not to be unreasonably withheld or delayed);

the form of Bank Guarantee is attached; and

the form of Bank Guarantee and the instructions set out therein are acceptable to the Issuing Bank (approval not to be unreasonably withheld or delayed).

Provided that the conditions set out in this Clause 5.6 are met, the Issuing Bank shall issue the Bank Guarantee on the Utilisation Date.

BANK GUARANTEES

Claims under a Bank Guarantee

The Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Bank Guarantee requested by it and which appears on its face to be in good order. The Borrower shall immediately on demand pay to the Issuing Bank an amount equal to the amount paid by the Issuing Bank in respect of any claim.

The Borrower acknowledges that the Issuing 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 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.

Indemnities

The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) the Borrower.

Each Lender shall (according to its participation) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the guarantor under any Bank Guarantee.

The Borrower shall immediately on demand reimburse any Lender for any payment such Lender makes to the Issuing Bank in respect of that Bank Guarantee.

OPTIONAL CURRENCIES

Selection of currency

Unavailability of a currency

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

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

REPAYMENT

Repayment and roll-over of Loans

the Maturing Loan shall be deemed to be repaid on the last day of its Interest Period to the extent that the amount of the New Loan is equal to or greater than the amount of the Maturing Loan; and

to that extent, the amount of the New Loan shall be deemed to have been credited to the account of the Borrower, and the Lenders shall only be obliged to make available an amount equal to the amount by which amount the New Loan exceeds the Maturing Loan.

Final Maturity Date

On the Final Maturity Date the Borrower shall repay all Loans then outstanding under this Agreement in full, together with all other sums due and outstanding under the Finance Documents at such date.

If a Bank Guarantee is outstanding on the Final Maturity Date, the Borrower shall provide cash cover to an account with the Issuing Bank in an amount equal to the outstanding amount under the respective Bank Guarantee(s).

PREPAYMENT AND CANCELLATION

Mandatory cancellation and prepayment – illegality

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

the Agent shall promptly notify the Borrower (specifying the obligations, the performance of which is thereby rendered unlawful, and the law giving rise to the same) upon receipt of notification in accordance with paragraph a) above;

upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately reduced to zero and cancelled; and

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

Termination Event – mandatory prepayment

Change of control.

if at any time, from the period up to the time of the initial public offering of the Borrower on the Oslo Stock Exchange or the London Stock Exchange (as the case may be); Seadrill Limited and/or Hemen Holding Limited (or another company controlled more than 50 % by the John Fredriksen Family) ceases to own a minimum of 50,1% of the voting shares and capital of the Borrower; and

if at any time in the period thereafter; one or more persons alone or acting in concert, other than Seadrill Limited and/or Hemen Holding Limited (or another company controlled more than 50 % by the John Fredriksen Family) gains control of more than 33 1/3 of the shares in the Borrower.

On and at any time after the occurrence of a Termination Event (whether or not caused by any reason whatsoever outside the control of the Borrower or any other person), the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

cancel the Total Commitment whereupon it shall immediately be cancelled;

declare that all or part of the Loans together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be due and payable immediately after the occurrence of the Termination Event;

take any action, exercise any other right or pursue any other remedy conferred upon the Agent or the Finance Parties by this Agreement or by any applicable law or regulation or otherwise as a consequence of the occurrence of such Termination Event.

Mandatory Reduction– Disposal and Insurance Proceeds

the amount of any net proceeds from a Disposal exceeding NOK 75,000,000 per calendar year (the “Disposal Proceeds”) upon receipt of such amount;

the amount of any Insurance Proceeds exceeding NOK 75,000,000 upon receipt of such amount.

Voluntary cancellation

The Borrower may, by giving the Agent not less than ten (10) days’ prior notice, cancel all or part of the Total Commitment (but if in part, in a minimum of the Base Currency Amount of NOK 10,000,000 and an integral multiple of NOK 10,000,000).

Any notice of cancellation shall be irrevocable and shall specify the date on which the cancellation shall take effect and the amount of the cancellation. The Agent shall promptly notify the Lenders of receipt of any such notice.

The Borrower may not utilise any part of the Facility which has been cancelled. Any cancellation of the Facility shall reduce each Lender’s Commitment rateably and shall reduce the Facility by the aggregate amount so cancelled.

The Borrower may not cancel all or part of the Facility except as expressly provided in this Agreement.

Terms and conditions for prepayments and cancellation

Irrevocable notice

Additional payments

Time of prepayment and cancellation

No reinstatement

Forwarding of notice of prepayment and cancellation

Application

INTEREST

Calculation of interest

the Applicable Margin;

the relevant NIBOR, LIBOR or EURIBOR; and

the Mandatory Cost, if any.

Payment of interest

Default interest

Notification of rates of interest

INTEREST PERIODS

Selection of Interest Periods

The Borrower may select an Interest Period for a Loan in a Drawdown Notice.

Each Drawdown Notice is irrevocable and must be received by the Agent not later than 10:00 hours (London time) four (4) Business Days before the commencement of that Interest Period.

The Borrower may select an Interest Period of one (1), three (3) or six (6) months or any such other period agreed between the Borrower and the Agent (on behalf of the Lenders).

An Interest Period for a Loan shall not extend beyond the Final Maturity Date, but shall be shortened so that it ends on the Final Maturity Date.

Each Interest Period for a Loan shall start on the relevant Drawdown Date or (if already made) on the last day of its preceding Interest Period.

Non-Business Day

Notification of Interest Periods

CHANGES TO THE CALCULATION OF INTEREST

Market disruption

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

the Applicable Margin;

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

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

In this Agreement, “Market Disruption Event” means:

in respect of the Base Currency at or about 12:00 hours (Oslo time) on the Quotation Day for the relevant Interest Period, NIBOR is not available, in respect of an Optional Currency (other than EUR) at or about 11:00 hours (London time) on the Quotation Day for the relevant Interest Period, LIBOR is not available and in respect of EUR at or about 11:00 hours (Brussels time) on the Quotation Day for the relevant Interest Period, EURIBOR is not available; or

before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the relevant Loan exceeds fifty per cent (50.00%) of the Loan) that the cost to it or them of obtaining matching deposits in the relevant interbank market would be in excess of NIBOR, LIBOR or EURIBOR.

Alternative basis of interest or funding

Break Costs

FEES AND GUARANTEE COMMISSION

Commitment fee

Guarantee commission

Other fees

TAX GROSS-UP AND INDEMNITIES

Taxes

No withholding

Tax gross-up

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

If a Tax deduction or withholding is required by law to be made by the Borrower:

the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax deduction or withholding) leaves an amount equal to the payment which would have been due if no Tax deduction or withholding had been required; and

the Borrower shall make that Tax deduction or withholding within the time allowed and in the minimum amount required by law.

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

Tax indemnity

VAT

INCREASED COSTS

Increased Costs

The Borrower shall, upon demand from the Agent, pay for the account of a Finance Party the amount of any Increased Cost 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 (including any laws and regulations implementing new or modified capital adequacy requirements) or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement, the term “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,

A Finance Party intending to make a claim pursuant to this Clause 15.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. Each Finance Party shall as soon as practicable after a demand by the Agent, provide a confirmation showing the amount of its Increased Costs.

Exceptions

attributable to a Tax deduction or withholding required by law to be made by the Borrower;

compensated for by Clause 14.1 (Taxes) or Clause 14.2 (Tax Indemnity);

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.

OTHER INDEMNITIES

Currency indemnity

If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgement 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 the Borrower;

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

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

Other indemnities

the occurrence of any Event of Default;

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

the funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Drawdown Notice 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 Lender alone); or

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

Indemnity to the Agent and Arranger

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

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

MITIGATION BY THE LENDERS

Mitigation

Clause 9.1 (Mandatory reduction and cancellation – Illegality);

Clause 14 (Tax gross-up and indemnities);

Clause 15 (Increased Costs); and

Schedule 7 (Mandatory Cost Formulae)

Indemnity

COSTS AND EXPENSES

Transaction expenses

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

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

Amendment costs

Enforcement costs

SECURITY

REPRESENTATIONS AND WARRANTIES

Status

Binding obligations

No conflict with other obligations

any law or regulation or any order or decree of any governmental agency or court by which it is bound;

any constitutional documents of the Borrower; or

any agreement or document to which it is a party or by which it or any of its assets are bound.

Power and authority

Authorisations and consents

Taxes

No Default

No misleading information

Original Financial Statements

Complete and correct. The Original Financial Statements fairly and accurately represent the assets, liabilities and the financial condition of the Borrower and the Group and have been prepared in accordance with US GAAP consistently applied.

No undisclosed liabilities. As of the date of the Original Financial Statements, neither the Borrower nor any of the Borrower’s Subsidiaries have had any material liabilities, direct or indirect, actual or contingent, and there is no material, unrealised or anticipated losses from any unfavourable commitments not disclosed by or reserved against in the Original Financial Statements or in the notes thereto.

No material change. Since the date of the Original Financial Statements, there has been no material adverse change in the business, operations, assets or condition (financial or otherwise) of the Borrower or the Group taken as a whole.

Pari passu ranking

No proceedings pending or threatened

No immunity

No winding-up

Environmental compliance

Environmental Claims

No money laundering

Ownership of Assets including Intellectual Property Rights

is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property Rights which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted;

does not (nor does any of its Subsidiaries), in carrying on its business, infringe any Intellectual Property Rights of any third party in any material respect; and

has taken all formal or procedural actions (including payment of fees) required to maintain all registered Intellectual Property Rights owned by it.

Repetition

on the date of a Drawdown Notice;

on each Drawdown Date;

on the delivery date of a Compliance Certificate; and

on the first day of each Interest Period.

INFORMATION UNDERTAKINGS

Financial statements

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

as soon as the same become available, but in any event within sixty (60) days after the end of each financial quarter of the Borrower’s financial years, unaudited consolidated financial statements for that financial quarter;

within 15 December of each year provide the Agent with a budget for the next year in sufficient detail as required by the Agent.

notwithstanding the terms of this Clause 21.1, the Agent may require the Borrower to provide any other information as the Agent may reasonably request from time to time.

Compliance Certificate

Requirements as to financial statements

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using US GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in US GAAP, the accounting practices or reference periods and its auditors deliver to the Agent a description of an change necessary for those financial statements to reflect US GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

Information - miscellaneous

all material documents dispatched by the Borrower to its shareholders, or its creditors generally at the same time as they are dispatched;

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

immediately such other information of any member of the Group as any Finance Party (through the Agent) may reasonably request, including but not limited to the business, operations, assets, operations, dealings with shareholders or any Close Related Party.

Notification of default

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

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

Notification of Environmental Claims

if any Environmental Claim has been commenced or (to the best of the Borrower’s knowledge and belief) is threatened against the Borrower; and

of any fact and circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against the Borrower,

Know your customer requirements

The Borrower must promptly on the request of any Finance Party or prospective New Lender supply to that Finance Party or prospective New Lender any documentation or other information which is reasonably requested by that Finance Party (whether for itself or on behalf of any Finance Party or any prospective New Lender) to enable a Finance Party or prospective New Lender to carry out and be satisfied with the results of all applicable know your customer requirements.

Each Lender must promptly on the request of the Agent supply to the Agent any documentation or other evidence which is reasonably required by the Agent to carry out and be satisfied with the results of all applicable know your customer requirements.

“Know your customer” checks

If:

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

any change in the status or ownership of the Borrower after the date of this Agreement; or

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

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

FINANCIAL COVENANTS

Leverage Ratio

Equity Ratio

Financial testing

GENERAL UNDERTAKINGS

Authorisations

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

supply certified copies to the Agent of,

Compliance with laws

Negative pledge

any Security Interest existing at the date of this Agreement and as disclosed to and approved by the Agent in writing is permitted to subsist;

any right of netting or set-off arrangement in respect of (x) an overdraft facility provided by the Agent in the equivalent amount of NOK 100,000,000 but only to the extent the netting and set-off relates to accounts within the overdraft facility system, or (y) interest and currency hedging subject to a master agreement on terms and conditions standard within the industry and without providing a Security Interest;

any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group; and

any Security Interest arising under any retention of title or other arrangement with similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard and usual terms and not as a result of any default or omission by any member of the Group.

Acquisition and Merger

Disposal restrictions

No dividend

Financial Indebtedness restrictions

Financial Support

The Borrower shall not and shall procure that no other member of the Group incur or allow to subsist any Financial Support, except for:

any Financial Support up to USD 40,000,000 for the purposes of refinancing the bank debt in ALY or the US Subsidiary (as the case may be); and

an overdraft facility provided by Fokus Bank in the amount of NOK 100,000,000.

The restrictions in paragraph a) above do not apply to:

any Financial Support made or allowed to subsist by the Borrower or any member of the Group in the ordinary course of the trading activities of that member of the Group;

any Financial Support consented to in writing by the Majority Lenders; and

Financial Support otherwise permitted under this Agreement.

Investments

Dealings between members of the Group and ALY /US Subsidiary

Nature and Conduct of Business

carry on and conduct its business in a proper and efficient manner hereunder ascertaining a prudent interest and currency strategy;

ensure that it has the right and is duly qualified to conduct its business as it is conducted in all applicable jurisdictions, and will obtain and use its best endeavours to maintain all franchises, rights, consents, licences, permissions and approvals necessary for the conduct of its business;

pay and discharge all taxes, assessments and governmental charges prior to the date on which the same shall become overdue unless and to the extent only that such taxes, assessments and charges shall be contested by any of them in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, provided that there shall have been set aside adequate reserves with respect to any such taxes, assessments or charges so contested in accordance with generally accepted principles;

claim all tax refunds and relief payments promptly; and

not change its residence for tax purposes.

Intellectual Property Rights

Insurance

The Borrower shall maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

All insurances must be with reputable independent insurance companies or underwriters.

EVENTS OF DEFAULT

Non-payment

its failure to pay is caused by administrative or technical error affecting the transfer of funds despite timely payment instructions by the Borrower; and

payment is made within three (3) Business Days of its due date.

Financial covenants

Other obligations

The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment) and Clause 24.2(Financial covenants).

No Event of Default under paragraph a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) running days of the earlier of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.

Misrepresentations

Cross default

Any Financial Indebtedness of the Borrower or any other member of the Group is not paid when due nor within any originally applicable grace period;

any Financial Indebtedness of the Borrower or any other member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

any commitment for any Financial Indebtedness of the Borrower or any other member of the Group is cancelled or suspended by a creditor of the Borrower or any other member of the Group as a result of an event of default (however described); or

any creditor of the Borrower or any other member of the Group and entitled to declare any Financial Indebtedness of the Borrower or any other member of the Group due and payable prior to its specified maturity as a result of an event of default (however described)

Insolvency

The Borrower or any member of the Group is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

The value of the assets of the Borrower or any other member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

A moratorium is declared in respect of any indebtedness of the Borrower or any other member of the Group.

Insolvency proceedings

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

a composition, compromise, assignment or arrangement with any creditor of the Borrower or any other member of the Group;

the appointment of a liquidator, receiver, administrative receiver, administrator or other similar officer in respect of the Borrower or any other member of the Group; or

enforcement of any Security Interest over any assets of the Borrower or any other member of the Group.

Creditor’s process

Unlawfulness

Material adverse change

Litigation

Acceleration

cancel the Total Commitments whereupon they shall immediately be cancelled;

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

declare that all outstanding Bank Guarantees be cash collateralised, whereupon they shall immediately be cash collateralised in a manner acceptable to the Agent.

increase the Applicable Margin by 2 per cent units;

start enforcement in respect of the Security Interests established by the Security Documents; and/or

take any other action, with or without notice to the Borrower, exercise any other right or pursue any other remedy conferred upon the Agent or the Finance Parties by any of the Finance Documents or by any applicable law or regulation or otherwise as a consequence of such Event of Default.

CHANGES TO THE PARTIES

No assignment by the Borrower

Assignments and transfers by the Lenders

another Existing Lender or an affiliate of an Existing Lender; or

provided no Event of Default is continuing, after prior consent of the Borrower, such consent not to be unreasonably withheld, another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”); or

if an Event of Default is continuing, after consulting the Borrower (other than to another Existing Lender or an affiliate of an Existing Lender), a New Lender.

Limitations of responsibility of Existing Lenders

The Borrower’s performance, etc

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

the financial condition of the Borrower;

the performance and observance by the Borrower’s obligations under the Finance Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document.

New Lender’s own credit appraisal, etc

has made (and will continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

will continue to make its own independent appraisal of the creditworthiness of the Borrower and related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Re-transfer to an Existing Lender, etc

accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

Procedure for transfer

the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights and obligations by delivering a duly completed Transfer Certificate to the Agent duly executed by the Existing Lender and the New Lender;

subject to Clause 25.2 (Assignments and transfers by the Lenders), the Agent shall as soon as reasonably possible after receipt of a Transfer Certificate execute the Transfer Certificate and deliver a copy of the same to each of the Existing Lender and the New Lender; and

subject to Clause 25.2 (Assignments and transfers by the Lenders), the Transfer shall become effective on the Transfer Date.

Effects of the Transfer

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Borrower and the Existing Lender shall be released from further obligations to one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the “Discharged Rights and Obligations”);

the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

the Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an original Lender hereunder with the rights and/or obligations acquired or assumed by it as a result of the Transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

the New Lender shall become a Party as a “Lender”.

Further assurances

Disclosure of information

to any of its affiliates and a potential assignee;

to whom that Lender enters into (or may potentially enter into) any transfer of a participation or sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower; and

to whom, to the extent that, information is required to be disclosed by any applicable law,

ROLE OF THE AGENT

Appointment and authorisation of the Agent

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

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

Duties of the Agent

promptly forward to a Party the original or a copy of any document which is delivered to it in its capacity as Agent for the attention of that Party by another Party;

supply the other Finance Parties with all material information which the Agent receives from the Borrower;

if it receives notice from a Party referring to this Agreement, describing an Event of Default and stating that the circumstance is an Event of Default, promptly notify the Finance Parties; and

from it receives sufficient information; promptly notify the Lenders of the occurrence of any Event of Default arising under Clause 24 (Events of Default).

Relationship

Business with the Borrower

Rights and discretions of the Agent

The Agent may rely on:

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

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

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

no Event of Default has occurred (unless it has actual knowledge of an Event of Default under Clause 24.1 (Non-payment)); and

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

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

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

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

Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 7 (Mandatory Cost Formulae).

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

Majority Lenders’ instructions

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

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

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

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

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

Responsibility for documentation

is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Borrower or any other person in or in connection with any Finance Document; or

is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made in anticipation of or in connection with any Finance Document.

Exclusion of liability

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

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee and agent of the Agent may rely on this Clause 26.

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

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

Lenders’ indemnity to the Agent

Resignation of the Agent

The Agent may resign and appoint one of its affiliates as successor by giving notice to the other Finance Parties and the Borrower.

Alternatively the Agent may, upon prior written consent of the Borrower, such consent not to be unreasonably withheld, resign by giving notice to the other Finance Parties and the Borrower in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

If the Majority Lenders have not appointed a successor Agent in accordance with paragraph b) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent, having sufficient experience in the administration of facilities comparable to this Facility.

The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

The Agent’s resignation notice shall only take effect upon appointment of a successor.

Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

After prior written consent of the Borrower, such consent not to be unreasonably withheld, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above.

Confidentiality

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

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

Credit appraisal by the Lenders

the financial condition, status and nature of the Borrower;

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

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

Conduct of business of the Finance Parties

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

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

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

SHARING AMONG THE FINANCE PARTIES

Payment to Finance Parties

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

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

the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or

recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments).

Redistribution of payments

Recovering Finance Party’s rights

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

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

Reversal of redistribution

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

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

Exceptions

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

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

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

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

PAYMENT MECHANICS

Payments to the Agent

to the Agent to its account with such office or bank as the Agent may from time to time designate in writing to the Borrower or a Lender for this purpose; and

for value on the due date at such times and in such funds as the Agent may specify to the Party concerned as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

Distributions by the Agent

Distributions to the Borrower

Clawback

Where a sum is to be paid to the Agent under the Finance Documents for distribution to another Party, the Agent is not obliged to pay that sum to that other Party until it has been able to establish to its satisfaction that it has actually received that sum.

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

Partial payments

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

secondly, in or towards payment pro rata of any accrued interest (including default interest), fee or commissions due but unpaid under this Agreement;

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

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

No set-off by the Borrower

Payment on non-Business Days

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

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

Currency of account

any amount payable under this Agreement, except as otherwise provided for herein, in the Base Currency; and

all payments of Unpaid Sum, costs and Taxes in the currency in which the same were incurred.

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

Change of currency

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

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

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

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

SET-OFF

NOTICES

Communication in writing

if by letter, when delivered at the address of the relevant Party;

if by telefax, when received.

Addresses

Communication with the Borrower

Language

CALCULATIONS

MISCELLANEOUS

Partial invalidity

Remedies and waivers

Amendments and waivers

Subject to Clause 32.3.2 (Exceptions), any term of the Finance Documents may be amended or waived only with the written consent of the Majority Lenders, and the Borrower and any such amendment will be binding on all Parties.

The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 32.3.

the definition of “Majority Lenders”;