bond agreement

8/2/2019 Bond Agreement

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BOND AGREEMENTbetween

AB Stena Metall Finans(Issuer)

andNorsk Tillitsmann ASA

(Bond Trustee)on behalf of

the Bondholdersin the bond issue

Norsk Ti ll itsmann ASA

ISIN NO 001 0612203

FRN AB Stena Metall Finans Senior Unsecured Bond Issue 2011/2016


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TABLE OF CONTENTS

1 Interpretation2 The Bonds3 Listing4 Registration in a Securities Register5 Purchase and transfer of Bonds6 Conditions Precedent7 Representations and Warranties8 Status of the Bonds and security9 Interest10 Maturity of the Bonds and Change of Control11 Payments12 Issuer's acquisition of Bonds13 Covenants14 Fees and expenses15 Events of Default16 Bondholders'meeting17 The Bond Trustee18 Miscellaneous

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This agreement has been entered into on 1 June 2011 between(1) AB Stena Metall Finans (a company incorporated in Sweden with Company No.556008-2561) as issuer (the "Issuer"), and(3) Norsk Tillitsmann ASA (a company incorporated inNorway with Company No.963 342624) as bond trustee (the "Bond Trustee").

1 Interpretation

1.1 DefinitionsIn this Bond Agreement the following terms shall have the following meanings (certainterms relevant for Clauses 13and 18.2 and other Clauses may be defined in the relevantClause):"Account Manager" means a Bondholder's account manager in the Securities Register."Attachment" means any attachments to this Bond Agreement."Bond Agreement" means this bond agreement, including any Attachments to which itrefers, and any subsequent amendments and additions agreed between the Parties."Bond Issue" means the bond issue constituted by the Bonds."Bond Reference Rate" means 3 months NIBOR."Bondholder" means a holder of Bond(s), as registered in the Securities Register, fromtime to time."Bondholders' Meeting" means a meeting of Bondholders, as set forth in Clause 16."Bonds" means the securities issued by the Issuer pursuant to this Bond Agreement,representing the Bondholders' underlying claim on the Issuer."Business Day" means any day onwhich Norwegian commercial banks are open forgeneral business, and when Norwegian banks can settle foreign currency transactions,being any day onwhich the Norwegian Central Bank's Settlement System is open."Business Day Convention" means that if the relevant Interest Payment Date falls on aday that is not a Business Day, that date will be the first following day that is a BusinessDay unless that day falls in the next calendar month, in which case that date will be thefirst preceding day that is a Business Day (Modified Following Business DayConvention).

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(h) any amounts raised under any other transactions having the commercial effectof a borrowing or raising of money, whether recorded in the balance sheet ornot (including any forward sale of purchase agreement);

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond,standby or documentary letter of credit or any other instrument issued by a bankor financial institutions; and

(j) (without double counting) any guarantee, indemnity or similar assuranceagainst financial loss of any person in respect of any of the items referred to inCa) through (i) above.

"Financial Statements" means the audited unconsolidated and consolidated annualaccounts and financial statements of the Issuer for any financial year, drawn upaccording to GAAP, such accounts to include a profit and loss account, balance sheet,cash flow statement and report from the Board of Directors."GAAP" means the generally accepted accounting practice and principles in the countryin which the Issuer is incorporated including, if applicable, the International FinancialReporting Standards (IFRS) and guidelines and interpretations issued by theInternational Accounting Standards Board (or any predecessor and successor thereof), inforce from time to time."Group" means the Guarantor and its Subsidiaries, and a "Group Company" meansthe Guarantor or any of its Subsidiaries."Guarantee" means an unconditional on-demand guarantee (norwegian:pakravsgarantii from the Guarantor securing the Issuer's obligation according to theBond Agreement, plus interest and expenses."Guarantor" means Stena Metal! AB (a company incorporated in Sweden withCompany No. 556138-8371), the parent company of the Issuer."Interest Payment Date" means 8 March, 8 June, 8 September and 8 December eachyear and the Maturity Date. Any adjustment will be made according to the Business DayConvention."ISIN" means International Securities Identification Numbering system - theidentification number of the Bonds."Issue Date" means 8 June 2011."Issuer's Bonds" means Bonds owned by the Issuer, any patty or parties who hasdecisive influence over the Issuer, or any party or parties over whom the Issuer hasdecisive influence."Manager" means the manager for the Bond Issue."Margin" means 3.00 percentage points pel' annum.

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"Material Adverse Effect" means a material adverse effect on: (a) the business,financial condition or operations of the Guarantor, the Issuer and/or the Group taken as awhole, (b) the Guarantor's and/or the Issuer's ability to perform and comply with itsobligations under the Finance Documents; or (c) the validity or enforceability of thisBond Agreement and/or the Guarantee."Material Subsidiary" means:(i) any Subsidiary whose total consolidated assets represent at least 5 % of the total

consolidated assets of the Group, or(ii) any Subsidiary whose total consolidated net sales represent at least 5 % of the

total consolidated net sales of the Group, or(iii) any other Subsidiary to which is transferred either (A) all or substantially all of

the assets of another Subsidiary which immediately prior to the transfer was aMaterial Subsidiary or (B) sufficient assets of the Issuer that such Subsidiarywould have been a Material Subsidiary had the transfer occurred on or before therelevant date,

always provided that Subsidiaries not being a Material Subsidiary shall in aggregate notexceed 20 % of the consolidated turnover, gross assets or nets assets of the Group (as thecase may be)."Maturity Date" means 8 June 2016 or an earlier maturity date as provided for in thisBond Agreement. Any further adjustment may be made according to the Business DayConvention."NIB OR" means that the rate for an interest period will be the rate for deposits inNorwegian Kroner for a period as defined under Bond Reference Rate which appears onthe Reuters Screen NIBR Page as of 12.00 noon, Oslo time, on the day that is twoBusiness Days preceding that Interest Payment Date. If such rate does not appear on theReuters Screen NIBR Page, the rate for that Interest Payment Date will be determined asif the Bond Reference Rate is NIBOR Reference Rate as the applicable floating rateoption."NIB OR Reference Rate" means that the rate for an interest period will be determinedon the basis of the rates at which deposits in Norwegian Kroner are offered by four largeauthorised exchange banks in the Oslo market (the "Reference Banks") atapproximately 12.00 noon, Oslo time, on the day that is two Business Days precedingthat Interest Payment Date to prime banks in the Oslo interbank market for a period asdefined under Bond Reference Rate commencing on that Interest Payment Date and in arepresentative amount. The Bond Trustee will request the principal Oslo office of eachReference Banks to provide a quotation of its rate. If at least two such quotations areprovided, the rate for that Interest Payment Date shall be the arithmetic mean of thequotations. If fewer than two quotations are provided as requested, the rate for thatInterest Payment Date will be the arithmetic mean of the rates quoted by major banks inOslo, selected by the Bond Trustee, at approximately 12.00 noon, Oslo time, on that

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Interest Payment Date for loans in Norwegian Kroner to leading European banks for aperiod as defined under Bond Reference Rate commencing on that Interest PaymentDate and in a representative amount."NOK" means Norwegian kroner, being the lawful currency of Norway."Obligor" means the Issuer."Outstanding Bonds" means the aggregate value of the total number of Bonds notredeemed or otherwise discharged."Party" means a party to this Bond Agreement (including its successors and permittedtransferees) ."Paying Agent" means any legal entity as appointed by the Issuer who acts as payingagent on behalf of the Issuer with respect to the Bonds."Payment Date" means a date fOI'payment of principal or interest."Present Owners" means Dan Sten Olsson, Madeleine Olsson Eriksson, Stefan StenOlsson and their children."Tertia I Date" means each 30 April, 30 August and 31 December."Tertia I Financial Reports" means the unaudited unconsolidated and consolidatedmanagement accounts of the Issuer as of each Tertial Date, such accounts to include aprofit and loss account, balance sheet, cash flow statement and managementcommentary."Securities Register Act" means the Norwegian Act relating to Registration ofFinancial Instruments of 5 July 2002 No. 64."Securities Register" means the securities register in which the Bond Issue isregistered."Security Agent" means the Bond Trustee, unless any other legal entity is appointed ascollateral agent pursuant to Clause 17.4."Subsidiary" means an entity over which another entity or person has a determininginfluence due to (i) direct and indirect ownership of shares or other ownership interests,andlor (ii) agreement, understanding or other arrangement. An entity shall always beconsidered to be the subsidiary of another entity or person if such entity or person hassuch number of shares or ownership interests so as to represent the majority of the votesin the entity, or has the right to vote in or vote out a majority of the directors in theentity.

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"Tap Issue" means subsequent issues after Issue Date up to the maximum amountdescribed in Clause 2.2.1."Taxes" means all present and future taxes, levies, imposts, duties, charges, fees,deductions and withholdings, and any restrictions and or conditions resulting in a chargetogether with interest thereon and penalties in respect thereof and "Tax" and "Taxation"shall be construed accordingly."US Securities Act" means the U.S. Securities Act of 1933, as amended."Voting Bonds" means the Outstanding Bonds less the Issuer's Bonds.

1.2 ConstructionIn this Bond Agreement, unless the context otherwise requires:(a) headings are for ease of reference only;(b) words denoting the singular number shall include the plural and vice versa;(c) references to Clauses are references to the Clauses of this Bond Agreement;(d) references to a time is a reference to Oslo time unless otherwise stated herein;(e) 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 authoritypursuant to such law, including any determinations, rulings, judgments and otherbinding decisions relating to such provision or regulation;

(t) references to "control" means the power to appoint a majority of the board ofdirectors of the Issuer or to direct the management and policies of an entity,whether through the ownership of voting capital, by contract or otherwise; and

(h) references to a "person" shall include any individual, firm, partnership, jointventure, company, corporation, trust, fund, body corporate, unincorporated bodyof persons, or any state or any agency of a state or association (whether or nothaving separate legal personality).

2 The Bonds2.1 Binding nature of the Bond Agreement2.1.1 The Bondholders are, through their subscription, purchase or other transfer of Bonds

bound by the terms of the Bond Agreement and other Finance Documents, as authorityto the Bond Trustee to finalize and execute the Bond Agreement on the Bondholdersbehalf is set out in the subscription documents, term sheet, sales documents or in anyother way, and while all Bond transfers are subject to the terms of this Bond Agreementand all Bond transferees are, in taking transfer of Bonds, deemed to have accepted theterms of the Bond Agreement and the other Finance Documents and will automaticallybecome parties to the Bond Agreement upon completed transfer having been registered,without any further action required to be taken 01' formalities to be complied with, see

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also Clause 18.1.2.1.2 The Bond Agreement is available to anyone and may be obtained from the Bond Trustee

or the Issuer. The Issuer shall ensure that the Bond Agreement is available to the generalpublic throughout the entire term of the Bonds.

2.2 The Bonds2.2.1 The Issuer has resolved to issue a series of Bonds in the total aggregate amount ofNOK

1,000,000,000 (norwegiankroneronebillion). The Bond Issue may comprise one or moretranches issued on different issue dates. The first tranche will be in the amount ofNOK750,000,000 (norwegiankronersevenhundredandfiftymillion).

The Bonds will be in denominations ofNOK 1,000,000 each and rank pari passubetween themselves.The Bond Issue will be described as "FRN AB Stena Metall Finans Senior UnsecuredBond Issue 201112016".The International Securities Identification Number (ISIN) of the Bond Issue will be NO001 0612203.The tenor of the Bonds is from and including the Issue Date to the Maturity Date.

2.2 The Bond Issue is a Tap Issue, under which subsequent issues may take place after IssueDate up to the maximum amount described in Clause 2.2.1, running from the Issue Dateand to be closed no later than 5 Business Days prior to the Maturity Date.All Tap Issues will be subject to identical terms in all respects. The rights andobligations of all parties to the Bond Agreement also apply for later Tap Issues. TheBond Trustee will on the issuing of additional Tap Issues make an addendum to theBond Agreement regulating the conditions for such Tap Issue.

2.3 Purpose and utilization2.3.1 The net proceeds of the Bonds shall be employed for general corporate purposes.

3 Listing3.1 The Issuer shall apply for listing of the Bonds on Oslo B01'sASA's Alternative Bond

Market ("ABM").3.2 If the Bonds are listed, the Issuer shall ensure that the Bonds remain listed until they

have been discharged in full.

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4 Registration in a Securities Register4.1 The Bond Issue and the Bonds shall prior to disbursement be registered in the SecuritiesRegister according to the Securities Register Act and the conditions of the SecuritiesRegister.4.2 The Issuer shall promptly arrange for notification to the Securities Register of anychanges in the terms and conditions of this Bond Agreement. The BondTrustee shallreceive a copy of the notification.4.3 The Issuer is responsible for the implementation of correct registration in the SecuritiesRegister. The registration may be executed by an agent for the Issuer provided that theagent is qualified according to relevant regulations.4.4 The Bonds have not been registered under the US Securities Act, and the Issuer is underno obligation to arrange for registration of the Bonds under the US Securities Act.

5 Purchase and transfer of Bonds5.1 Subject to the restrictions set forth in this Clause 5, the Bonds are freely transferable andmay be pledged.5.2 Bondholders may be subject to purchase or transfer restrictions with regard to theBonds, as applicable from time to time under local laws to which a Bondholder may be

subject (due e.g. to its nationality, its residency, its registered address, its place(s) fordoing business). Each Bondholder must ensure compliance with local laws andregulations applicable at own cost and expense.5.3 Notwithstanding the above, a Bondholder which has purchased the Bonds incontradiction to mandatory restrictions applicable may nevertheless utilize its votingrights under this Bond Agreement.

6 Conditions Precedent6.1 Disbursement of the net proceeds of the first tranche of the Bonds to the Issuer will besubject to the Bond Trustee having received the following documents, in form and

substance satisfactory to it, at least two Business Days prior to the Issue Date:(a) this Bond Agreement duly executed by all parties thereto;(b) the Guarantee duly executed by all parties thereto;

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(c) certified copies of all necessary corporate resolutions of the Issuer to issue theBonds and execute the Finance Documents and of the Guarantor to execute theFinance Documents to which it is a party;

(d) a power of attorney from each of the Issuer and the Guarantor to relevantindividuals for their execution of the relevant Finance Documents, or extracts fromthe relevant register or similar documentation evidencing the individualsauthorized to sign on behalf of each of the Issuer and the Guarantor;

(e) certified copies of (i) the Certificate of Incorporation or other similar officialdocument for each of the Obligors, evidencing that it is validly existing and (ii)Articles of Association of each of the Issuer and the Guarantor;

(f) the latest Financial Statements and Tertial Financial Report;(g) confirmation that the requirements set forth in Chapter 7 of the Norwegian

Securities Trading Act (implementing the EU prospectus directive (2003171 EC)concerning prospectuses have been fulfilled;

(h) to the extent necessary, any public authorisations required for the Bond Issue;(i) confirmation from the Paying Agent that the Bonds have been registered in the

Securities Register;0) written confirmation in accordance with Clause 7.3 (if required);(k) the agreement set forth in Clause 14.2, duly executed;(I) documentation on the granting of authority to the Bond Trustee as set out in

Clause 2.1and copies of any written documentation made public by the Issuer orthe Manager in connection with the Bond Issue; and

(m) any statements or legal opinions reasonably required by the Bond Trustee.

6.2 The Bond Trustee may, in its reasonable opinion, waive the deadline or requirements fordocumentation as set forth in Clause 6.1.

6.3 The Bond Trustee may require any statement or legal opinion in connection with theBond Issue (pre and post Issue Date).

6.4 Disbursement of the net proceeds of the first tranche of the Bonds is subject to the BondTrustee's written notice to the Issuer, the Manager and the Paying Agent that thedocuments have been controlled and that the required conditions precedent are fulfilled.

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6.5 On the Issue Date, subject to receipt of confirmation from the Bond Trustee pursuant toClause 6.4, the Manager shall make the net proceeds from the first tranche of the BondIssue available to the Issuer.

6.6 The Issuer may issue Tap Issues provided that (i) the amount of the aggregate of (x) theOutstanding Bonds prior to such Tap Issue and (y) the requested amount for such TapIssue shall not exceed the maximum issue amount (ii) no Event of Default occurs orwould occur as a result of the making of such Tap Issue, (iii) the documents earlierreceived by the Bond Trustee, c.f. Clause 6.1, are still valid, (iv) the representations andwarranties contained in this Bond Agreement being true and correct and repeated by theIssuer, (v) such Tap Issue is in compliance with laws and regulations as of the time ofsuch issue, (vi) such Tap Issue is secured be the Guarantee and (vii) any legal opinionsrequired by the Bond Trustee (including but not limited to (vi) above).

7 Representations and Warranties7.1 The Issuer represents and warrants to the Bond Trustee (on behalf of the Bondholders)

that:(a) StatusIt's a limited liability company, duly incorporated and validly existing under the law ofthe jurisdiction in which it is registered, and has the power to own its assets and carryonits business as it is being conducted.(b) Power and authorityIthas the power to enter into and perform, and has taken all necessary corporate actionto authorise its entry into, performance and delivery of this Bond Agreement and anyother Finance Documents to which it is a party and the transactions contemplated bythose Finance Documents.(c) Valid, binding and enforceable obligationsThis Bond Agreement and any other Finance Document constitute (or will constitute,when executed by the respective parties thereto) legal, valid and binding obligations ofsuch parties, enforceable in accordance with their terms, and (save as provided fortherein) no further registration, filing, payment of tax or fees or other formalities arenecessary or desirable to render the said documents enforceable against each Obligor.(d) Non-conflict with other obligationsThe entry into and performance by the Issuer of the Bond Agreement and any otherFinance Document to which it is a party and the transactions contemplated thereby donot and will not conflict with (i) any present law or regulation or present judicial orofficial order; (ii) its articles of association, by-laws or other constitutional documents;or (iii) any document or agreement which is binding on the Issuer or any of its assets.(e) No Event of Default

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No Event of Default exists, and no other circumstances exist which constitute or (withthe giving of notice, lapse of time, determination of materiality or the fulfilment of anyother applicable condition, or any combination of the foregoing) would constitute adefault under any document which is binding on each Obligor or any of its assets, andwhich may have a Material Adverse Effect.(f) Auth or iz ati on s a nd c on se nt sAll authorisations, consents, licenses or approvals of any governmental authoritiesrequired for each Obligor in connection with the execution, performance, validity orenforceability of this Bond Agreement 01' any other Finance Document, and thetransactions contemplated thereby, have been obtained and are valid and in full forceand effect. All authorisations, consents, licenses or approvals of any governmentalauthorities required for each Obligor to carryon its business as presently conducted andas contemplated by this Bond Agreement, have been obtained and are in full force andeffect.(g) LitigationNo litigation, arbitration or administrative proceeding of or before any court, arbitralbody or agency is pending or, to the best of the Obligor's knowledge, threatened which,if adversely determined, might reasonably be expected to have a Material AdverseEffect.(h) Financ ia l S ta temen tsThe audited most recently Financial Statements and Tertial Financial Reports of theGroup fairly and accurately represent the assets and liabilities and financial condition asat their respective dates, and have been prepared in accordance with GAAP, consistentlyapplied from one year to another.

(i) No undi sc lo se d l iab il it ie sAs of the date of the Financial Statements, each Obligor had no material liabilities,direct 01' indirect, actual or contingent, and there were no material anticipated lossesfrom any unfavourable commitments not disclosed by or reserved against in theFinancial Statements or in the notes thereto.(j) N o Ma te ria l A dv erse E ffec tSince the date of the Financial Statements, there has been no change in the business,assets or financial condition of each Obligor that is likely to have a Material AdverseEffect.(k) No m is le ad in g in fo rma ti onAll documents and information which have been provided to the subscribers or the BondTrustee in connection with this Bond Issue represent the latest available financialinformation concerning the Group.

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(I) Environmental complianceT he Issu er an d each G ro up C om pan y is in com pliance w ith any relevant ap plicableen viro nm ental law or regu lation an d no circu mstances h av e o ccurred w hich w ouldprevent such com pliance in a m anner w hich has or is likely to have a M aterial A dverseEffect.(m) Intellectual propertyT he G rou p has u nd ispu ted , valid and go od title to (a) its p aten ts, trade m arks, serv icema rk s, d es ig ns , b us in es s n ame s, c op yr ig hts , d es ig n r ig hts , in ve ntio ns , c on fi de ntia lin fo rm atio n an d o th er in tellec tu al p ro pe rty rig hts an d in tere sts (w heth er reg iste red o run reg istered ), an d (b ) th e b en efit of all app licatio ns and righ ts to u se su ch assets.(n) No withholdingsEach O bligor is not required to m ake any deduction or w ithholding from any paym entwhich itm ay becom e obliged to m ake to the Bond Trustee (on behalf of theB ond ho lders) or the B on dho ld ers u nd er this B on d A greem en t.(0) Pari passu rankingE ach O blig or's paym en t o bligation s un der th is B ond A greem en t o r an y o ther F inanceDocum ent to w hich it is a party rank at least pad passu w ith the claim s of its otheru nse cu red an d u nsu bo rd in ate d c re dito rs, e xc ep t fo r o blig atio ns m an da to rily p refe rred b yla w ap ply in g to c ompa nie s g en erally .(P ) EncumbrancesN o Encum brances exist over any of the present assets of any G roup C om pany in conflictw ith th is B on d A gre em en t.

7 .2 The representations and w arranties set out in C lause 7.1 shall apply for all O bligors(except item (P) - if not stated otherw ise under C lause 13 ) and are m ade on the executiondate of this Bond A greem ent, and shall be deem ed to be repeated on the Issue Date.

7.3 The Bond Trustee m ay prior to disbursement require a w ritten statem ent from the Issueror an y oth er O blig or co nfirm ing com plian ce w ith C lau se 7.1 .

7.4 In the event of m isrepresentation, the actual Obligor shall indem nify the Bond Trusteefor any econom ic losses suffered, both prior to the disbursem ent of the B onds, andduring the term of the B onds, as a result of its reliance on the representations andw arran ties prov id ed b y such O blig or h erein .

8 Status of the Bonds and security8 .1 The Bonds shall be senior debt of the Issuer. The Bonds shall rank at least pari passu

w ith all other obligations of the Issuer (save for such claim s w hich are preferred byb an kru ptc y, in so lv en cy , liq uid atio n o r o th er sim ila r la ws o f g en era l a pp lic atio n) an dshall ran k ah ead of sub ord inated d eb t.

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8 .2 The Bonds (including interest and expenses) are secured by the Guarantee.

9 Interest9.1 The Issuer shall pay interest on the face value of the Bonds from , and including, the

Issu e D ate at the B ond R eferen ce R ate plu s th e M argin (together the "F lo ating R ate") .9.2 Interest payments shall be made in arrears on the Interest Paym ent Dates each year, the

first Interest P aym ent D ate falls in S eptem ber 2 01 1.9.3 The relevant interest payable amount shall be calculated based on a period from , and

in clu din g, o ne In terest P ayme nt D ate to , b ut ex clu din g, th e n ex t fo llo win g ap plica bleInterest Paymen t D ate .9.4 The day count fraction in respect of the calculation of the payable interest am ount shall

be "A ctual/360 ", w hich m eans that the num ber of days in the calculation period in w hichpaym ent being m ade divided by 360 .

9.5 The applicable Floating Rate on the Bonds is set/reset on each Interest Paym ent Date bythe Bond Trustee commencing on the Interest Paym ent D ate at the beginning of ther el ev an t c al cu la ti on per iod.W hen the in terest rate is set fo r the first tim e an d o n subsequ ent interest rate resets, th enex t In terest P aym ent D ate, the interest rate ap plicable up to the nex t In terest P ay men tD ate and the actual num ber of calendar days up to that date shall im mediately benotified to th e B on dhold ers, the Issuer, the P aying A gent, and if th e B onds are listed, theExchange.

9.6 The payable interest am ount per Bond for a relevant calculation period shall bec alc ula te d a s f ollow s:InterestAmount FaceValue

x FloatingRate

x F lo at ing Ra teD ay C ou nt F rac tio n

10 M aturity of the Bonds and Change of Control10.1 Maturity

The B onds shall m ature in full on the M aturity D ate, and shall be repaid at par (1 00% )b y th e Issu er.

10.2 Change of control

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10.2.1 Upon the occurrence of a Change of Control Event each Bondholder shall have a right ofpre-payment (a "Put Option") of its Bonds at a price of 100 % of par plus accruedinterest.

10.2.2 The Put Option must be exercised within two months after the Issuer has givennotification to the Bond Trustee and the Bondholders of a Change of Control Event. Suchnotification shall be given as soon as possible after a Change of Control Event has takenplace.The Put Option may be exercised by the Bondholders by giving written notice of therequest to its Account Manager. The Account Manager shall notify the Paying Agent ofthe pre-payment request. The settlement date of the Put Option shall be fifteen - 15 -Business Days following the date when the Paying Agent received the repayment request.

10.2.3 On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholdersholding Bonds to be pre-paid, the principal amount of each such Bond (including anypremium pursuant to Clause 10.2.1) and any unpaid interest accrued up to (but notincluding) the settlement date.

11 Payments11.1 Payment mechanics11.1.1 The Issuer shall pay all amounts due to the Bondho Iders under the Bonds and this Bond

Agreements by crediting the bank account nominated by each Bondholder in connectionwith its securities account in the Securities Register.

11.1.2 Payment shall be considered to have been made once the amount has been credited tothe bank which holds the bank account nominated by the Bondholder in question, but ifthe paying bank and the receiving bank are the same, payment shall be considered tohave been made once the amount has been credited to the bank account nominated bythe Bondholder in question, see however Clause 11.2.

11.2 Currency11.2.1 If the Bonds are denominated in other currencies than NOK, each Bondholder has to

provide the Paying Agent (either directly or through its Account Manager) with specificpayment instructions, including foreign exchange bank account details. Depending onthe currency exchange settlement agreements between the Bondholders' bank and thePaying Agent, cash settlement may be delayed, in which case no default interest or otherpenalty shall accrue for the amount of the Issuer.

11.2.2 Except as otherwise expressly provided, all amounts payable under this BondAgreement and any other Finance Document shall be payable in the same currency asthe Bonds are denominated in. If, however, the Bondholder has not given instruction asset out in Clause 11.2.1, within 5 Business Days prior to a Payment Date, the cash

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settlement will be exchanged into NOK and credited to the NOK bank accountregistered with the Bondholders account in the Securities Register.11.2.3 Amounts payable in respect of costs, expenses, taxes and other liabilities shall be

payable in the currency in which they are incurred.11.3 Set-off and counterclaims11.3.1 No Obligor may apply 01' perform any counterclaims or set-off against any payment

obligations pursuant to this Bond Agreement or any other Finance Document.11.4 Interest in the event of latepayment11.4.1 In the event that payment of interest or principal is not made on the relevant PaymentDate, the unpaid amount shall bear interest from the Payment Date at an interest rate

equivalent to the interest rate according to Clause 9 plus 5.00 percentage points,.11.4.2 The interest charged under this Clause 11.4 shall be added to the defau lted amount on

each respective Interest Payment Date relating thereto until the defaulted amount hasbeen repaid in full.

11.4.3 The unpaid amounts shall bear interest as stated above until payment is made, whetheror not the Bonds are declared to be in default pursuant to Clause 15.1 (a), cf. Clauses15.2 - 15.4.

11.5 Irregular payments11.5.1 In case of irregular payments, the Bond Trustee may instruct any Obligor 01'

Bondholders of other payment mechanisms than described in Clause 11.1 or 11.2 above.The Bond Trustee may also obtain payment information regarding Bondholders'accounts from the Securities Register or Account Managers.

12 Issuer's acquisition of Bonds12;1 The Issuer has the right to acquire and own Bonds (Issuer's Bonds). The Issuer's Bonds

may at the Issuer's discretion be retained by the Issuer, sold or discharged.

13 Covenants13.1 General13.1.1 The Issuer has undertaken the covenants in this Clause 13 to the Bond Trustee (on behalf

of the Bondholders), as further stated below.

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13.1.2 The covenants in this Clause 13 shall remain in force from the date of this BondAgreement and until such time that no amounts are outstanding under this BondAgreement and any other Finance Document, unless the Bond Trustee (or theBondholders Meeting, as the case may be), has agreed in writing to waive any covenant,and then only to the extent of such waiver, and on the terms and conditions set forth insuch waiver.

13.2 Information Covenants13.2.1 The Issuer shall

(a) without being requested to do so, immediately inform the Bond Trustee of anyEvent of Default as well as of any circumstances which the Issuer understands orshould understand may lead to as an Event of Default;

(b) without being requested to do so, inform the Bond Trustee of any other eventwhich may have a Material Adverse Effect;

(c) without being requested to do so, inform the Bond Trustee if the Issuer intends tosell or dispose of all or a substantial part of its assets or operations, or change thenature of its business;

(d) without being requested to do so, produce Financial Statements and TertialFinancial Reports and make them available on its website in the Englishlanguage (alternatively by sending them to the Bond Trustee) as soon as theybecome available, and not later than 150 days after the end of the financial yearand 60 days after the end of the relevant tertial;

(e) at the request of the Bond Trustee, report the balance of the Issuer's Bonds;(f) without being requested to do so, send the Bond Trustee copies of any creditors'

notifications of the Issuer, including but not limited to mergers, de-mergers andreduction of the Issuer's share capital or equity;

(g) without being requested to do so, send a copy to the Bond Trustee of its notices tothe Exchange (if listed) which are of relevance for the Issuer's liabilities pursuantto this Bond Agreement;

(h) without being requested to do so, inform the Bond Trustee of changes in theregistration of the Bonds in the Securities Register; and(i) within a reasonable time, provide such information about the Issuer's financial

condition as the Bond Trustee may reasonably request.13.2.2 The Issuer shall at the request of the Bond Trustee provide the documents and

information necessary to maintain the listing and quotation of the Bonds on the

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Exchange (if listed) and to otherwise enable the Bond Trustee to carry out its rights andduties pursuant to this Bond Agreement and the other Finance Documents, as well asapplicable laws and regulations.

13.2.3 The Issuer shall in connection with the issue of its Financial Statements and TertialFinancial Reports under Clause 13.2.1. (d), confirm to the Bond Trustee in writing theIssuer's compliance with the covenants in Clause 13. Such confirmation shall beundertaken in a compliance certificate, substantially in the format set out in Attachment1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Issuer.In the event of non-compliance, the compliance certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer has taken and willtake in order to rectify the non-compliance.

13.3 General Covenants(a) Pari passu rankingThe Issuer's obligations under this Agreement and any other Finance Document shall atall times rank at least pari passu with the claims of all its other unsubordinated creditorssave for those whose claims are preferred solely by any bankruptcy, insolvency,liquidation or other similar laws of general application.(b) MergersThe Issuer shall not, and shall ensure that no Subsidiary shall, carry out any merger orother business combination or corporate reorganization involving consolidating theassets and obligations of the Issuer or any of the Subsidiaries with any other companiesor entities if such transaction would have a Material Adverse Effect. The Issuer shallnotify the Bond Trustee of any such transaction, providing relevant details thereof, aswell as, if applicable, its reasons for believing that the proposed transaction would nothave a Material Adverse Effect.(c) De-mergersThe Issuer shall not, and shall ensure that no Subsidiary shall, carry out any de-mergeror other corporate reorganization involving splitting the Issuer or any of the Subsidiariesinto two or more separate companies or entities, if such transaction would have aMaterial Adverse Effect. The Issuer shall notify the Bond Trustee of any suchtransaction, providing relevant details thereof, as well as, if applicable, its reasons forbelieving that the proposed transaction would not have a Material Adverse Effect.

(d) Continuation of business(i) The Issuer shall not, and shall ensure that each of the Material Subsidiaries shall

not cease to carry out its business.(U) The Issuer shall procure that no material change is made to the general nature or

scope of the business of the Group from that carried on at the date of this BondAgreement, or as contemplated by this Bond Agreement.

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(e) Disposal of businessThe Issuer shall not be entitled to sell or otherwise dispose of all or a substantial part ofthe Group's assets or operations, unless(i) the transaction is carried out at fair market value, on terms and conditions

customary for such transactions; and(ii) such transaction would not have a Material Adverse Effect.

13.4 Corporate and operational matters(a) Intra-group transactionsAll transactions between any companies in the Group shall be on commercial terms, andshall comply with all applicable provisions of applicable corporate law applicable tosuch transactions, including, in respect of Norwegian companies, Section 3-9 of thePrivate or Public Limited Companies Act 1997.(b) Transactions with shareholders, directors and affiliated companiesThe Issuer shall cause all transactions between any Group Company and (i) anyshareholder thereof not part of the Group, (ii) any director or senior member ofmanagement in any Group Company, (iii) any company in which any Group Companyholds more than 10 per cent of the shares, or (iv) or any company, person or entitycontrolled by 01' affiliated with any of the foregoing, to be entered on commercial terms,not less favourable to the Group Company than would have prevailed in arms' lengthtransaction with a third party.All such transactions shall comply with all applicable provisions of applicable corporatelaw applicable to such transactions, including, in respect of Norwegian companies,Section 3-8 ofthe Private and Public Limited Companies Act 1997.(c) Ownership to Material SubsidiariesThe Issuer shall not sell, transfer, assign or otherwise dilute or dispose of any shares orany other ownership interest in any of the Material Subsidiaries, and shall cause eachMaterial Subsidiary not to issue or sell any new shares, treasury shares or otherownership interest, to any third party.(d) Subsidiaries+distributionsThe Issuer shall not permit any Subsidiary to create or permit to exist any contractualobligation (or Encumbrance) restricting the right of any Subsidiary to (i) pay dividendsor make other distributions to its shareholders, (ii) pay any Financial Indebtedness to theIssuer, make any loans to the Issuer or (iii) transfer any of its assets and properties to theIssuer, except if provided in this Bond Agreement.(e) Corporate statusThe Issuer shall not, and shall ensure that no Material Subsidiary, change its type oforganization or jurisdiction of organization.

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(j) Compliance with lawsT he Issuer shall (and shall ensure that all G roup C om panies shall) carryon its businessin accordance w ith acknow ledged, careful and sound p ractices in all m aterial aspects andcom ply in all m aterial respects w ith all law s and regulations it or they m ay be subject tofrom tim e to tim e (in clu din g an y en viro nm en tal law s a nd reg ula tio ns) .(g) LitigationsThe Issuer shall, prom ptly upon becom ing aw are of them , send the B ond Trustee suchre le van t d eta ils o f an y:(a) m aterial litigations, arbitrations or adm inistrative proceedings w hich have been or

m ight be started by or against any G roup Com pany; and(b) other events which have occurred or m ight occur and which m ay have a M aterial

A dverse Effect, as the B ond Trustee m ay reasonably request.(h) Negative P ledgeT he Issu er shall not, and shall ensure that no other P arent G roup C om pany shall, directlyo r in directly , c re ate o r p erm it to su bsist:(1) any Encum brance of any kind against or upon any of their respective properties or

assets, w hether ow ned on the Issue D ate or acquired after the Issue D ate, or anyp ro ce ed s th erefrom; o r

(2) any guarantee, indem nity, w arranty or other assurance against financial loss to orfor the benefit of any other com pany, entity or person,

to secure any Relevant D ebt incurred by a Parent G roup Com pany, alw ays provided thatthe G uarantor and/or the Issuer m ay grant unsecured guarantees in respect of anyR elevant D ebt incurred by a Parent G roup C om pany.F or th e p urp ose s o f th is co nd itio n, "Relevant Debt" m eans any present or futureindebtedness in the form of, or represented by, bonds, notes, debentures, loan stock orother securities that are for the tim e being, or are capable of being, quoted, listed orordinarily dealt in on any stock exchang e, autom ated trading system , over-the-counter o ro th er s ec ur it ie s ma rk et .Further, "Parent Group Company" mea ns th e G uaran to r o r an y o f its S ub sid iaries.

14 Fees and expenses14 .1 The Issuer shall cover all its own expenses in connection with this Bond Agreement and

fulfilm ent of its obligations under this B ond A greem ent, including preparation of thisB ond A greem ent, preparation of the F inance D ocum ents and any registration ornotifications relating thereto, listin g of the B onds on the E xchange (if applicable) , andth e re gistratio n a nd a dm in istra tio n o f th e B on ds in th e S ec urities R eg iste r.

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14.2 The expenses and fees payable to the Bond Trustee shall be paid by the Issuer and areset forth in a separate agreement between the Issuer and the Bond Trustee. Fees andexpenses payable to the Bond Trustee which, due to the Issuer's insolvency or similar,are not reimbursed in any other way may be covered by making an equivalent reductionin the payments to the Bondholders.

14.3 The Issuer shall cover all public fees in connection with the Bonds and the FinanceDocuments. Any public fees levied on the trade of Bonds in the secondary market shallbe paid by the Bondholders, unless otherwise provided by law or regulation, and theIssuer is not responsible for reimbursing any such fees.

14.4 In addition to the fee due to the Bond Trustee pursuant to Clause 14.2 and normalexpenses pursuant to Clauses 14.1 and 14.3, the Issuer shall, on demand, covet'extraordinary expenses incurred by the Bond Trustee in connection with the Bonds, asdetermined in a separate agreement between the Issuer and the Bond Trustee.

14.5 The Issuer is responsible for withholding any withholding tax imposed by applicable lawon any payments to the Bondholders.

15 Events of Default15.1 The Bonds may be declared by the Bond Trustee to be in default upon occurrence of any

of the following events (which shall be referred to as an "Event of Default") if:(a) Non-paymentThe Issuer or the Guarantor fails to fulfil any payment obligation due under this BondAgreement or any Finance Document when due, unless, in the opinion of the BondTrustee, it is obvious that such failure will be remedied, and payment in full is made,within 5 - five - Business Days following the original due date.(b) Breach of other obligationsThe Issuer, the Guarantor or any Material Subsidiary fails to duly perform any othercovenant or obligation pursuant to this Bond Agreement or any of the FinanceDocuments, unless, in the opinion of the Bond Trustee, it is obvious that such failurewill be remedied and is remedied within 10 - ten - Business Days after notice thereof isgiven to the Issuer by the Bond Trustee.(c) Cross defaultThe Guarantor, the Issuer or any Material Subsidiary, the aggregate amount of FinancialIndebtedness 01' commitment for Financial Indebtedness falling within paragraphs (i) to(iv) below exceeds a total ofNOK 10 million, or the equivalent thereof in othercurrencies;(i) any Financial Indebtedness or guarantee is not paid when due nor within any

originally applicable grace period,

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(ii) any Financial Indebtedness is declared to be or otherwise becomes due andpayable prior to its specified maturity as a result of an event of default (howeverdescribed),

(iii) any commitment for any Financial Indebtedness is cancelled or suspended by acreditor as a result of an event of default (however described), or

(iv) any creditor becomes entitled to declare any Financial Indebtedness due andpayable prior to its specified maturity as a result of an event of default (howeverdescribed),

(d) MisrepresentationsAny representation, warranty or statement (including statements in compliancecertificates) made under this Bond Agreement or in connection therewith is or proves tohave been incorrect, inaccurate or misleading in any material respect when made 01'deemed to have been made.(e) InsolvencyIf for the Guarantor, the Issuer or any Material Subsidiary

(i) the suspension of payments, a moratorium of any indebtedness, winding-up,dissolution, administration or reorganisation (by way of voluntary arrangement,scheme of arrangement or otherwise) other than solvent liquidation orreorganisation,

(ii) a composition, compromise, assignment or arrangement with any creditor,having an adverse effect on the Issuer's ability to perform its paymentobligations hereunder,

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation),receiver, administrative receiver, administrator, compulsory manager or othersimilar officer of any of its assets; or

(iv) enforcement of any security over any of its assets,(f) Creditors' processThe Guarantor, the Issueror any Material Subsidiary has a substantial proportion of theassets impounded, confiscated, attached or subject to distraint, or is subject toenforcement of any security over any of its assets.

(g) Dissolution, appointment of liquidator or analogous proceedingsThe Guarantor the Issuer or any Material Subsidiary is resolved to be dissolved or aliquidator, administrator or the like is appointed or requested to be appointed in respectof the Guarantor, the Issuer or any Material Subsidiary.(h) Impossibility or illegalityIt is or becomes impossible or unlawful for any Group Company or the Guarantor tofulfil or perform any of the terms of the Finance Documents to which it is a party.

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(0 LitigationThere is current, pending or threatened any claims, litigation, arbitration oradministrative proceedings against any Group Company or the Guarantor which might,if adversely determined, in the reasonable opinion of the Bond Trustee, afterconsultations with the Issuer, is likely to may have a Material Adverse Effect.

(j) Ma te ria l a dv er se e ffe ctAny other event or series of events occurs in relation to any Group Company orGuarantor which, in the reasonable opinion of the Bond Trustee, after consultations withthe Issuer, is likely to have a Material Adverse Effect.

15.2 In the event that one or more of the circumstances mentioned in Clause 15.1 occurs andis continuing, the Bond Trustee can, in order to protect the interests of the Bondholders,declare the Outstanding Bonds including accrued interest and expenses to be in defaultand due for immediate payment.The Bond Trustee may at its discretion, on behalf of the Bondholders, take everymeasure necessary to recover the amounts due under the Outstanding Bonds, and allother amounts outstanding under the Bond Agreement and any other Finance Document.

15.3 In the event that one or more of the circumstances mentioned in Clause 15.1 occurs andis continuing, the Bond Trustee shall declare the Outstanding Bonds including accruedinterest and costs to be in default and due for payment if:(a) the Bond Trustee receives a demand in writing with respect to the above from

Bondholders representing at least 1/5 of the Voting Bonds, and the Bondholders'Meeting has not decided on other solutions, or

(b) the Bondholders' Meeting has decided to declare the Outstanding Bonds in defaultand due for payment.

In either case the Bond Trustee shall on behalf of the Bondholders take every measurenecessary to recover the amounts due under the Outstanding Bonds. The Bond Trusteecan request satisfactory security for any possible liability and anticipated expenses, fromthose Bondholders who requested that the declaration of default be made pursuant to subclause (a) above and/or those who voted in favour of the decision pursuant to sub clause(b) above.

15.4 In the event that the Bond Trustee pursuant to the terms of Clauses 15.2 or 15.3 declaresthe Outstanding Bonds to be in default and due for payment, the Bond Trustee shallimmediately deliver to the Issuer a notice demanding payment of interest and principaldue to the Bondholders under the Outstanding Bonds including accrued interest andinterest on overdue amounts and expenses.

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16 Bondholders' meeting16.1 Authority of the Bondholders' meeting16.1.1 The Bondholders' Meeting represents the supreme authority of the Bondholders

community in all matters relating to the Bonds. If a resolution by or an approval of theBondholders is required, resolution of such shall be passed at a Bondholders' Meeting.Resolutions passed at Bondholders' Meetings shall be binding upon and prevail for allthe Bonds.

16.2 Procedural rulesfor Bondholders' meetings16.2.1 A Bondholders' Meeting shall be held at the request of:

(a) the Issuer,(b) Bondholders representing at least 1110 of Voting Bonds,(c) the Exchange, if the Bonds are listed, or(d) the Bond Trustee.

16.2.2 The Bondholders' Meeting shall be summoned by the Bond Trustee. A request for aBondholders' Meeting shall be made in writing to the Bond Trustee, and shall clearlystate the matters to be discussed.

16.2.3 If the Bond Trustee has not summoned a Bondholders' Meeting within 10 - ten -Business Days after having received such a request, then the requesting party maysummons the Bondholders' Meeting itself.

16.2.4 Summons to a Bondholders Meeting shall be dispatched no later than 10 - ten -Business Days prior to the Bondholders' Meeting. The summons and a confirmation ofeach Bondholder's holdings of Bonds shall be sent to all Bondholders registered in theSecurities Register at the time of distribution. The summons shall also be sent to theExchange for publication.

16.2.5 The summons shall specify the agenda of the Bondholders' Meeting. The Bond Trusteemay in the summons also set forth other matters on the agenda than those requested. Ifamendments to this Bond Agreement have been proposed, the main content of theproposal shall be stated in the summons.

16.2.6 The Bond Trustee may restrict the Issuer to make any changes of Voting Bonds in theperiod from distribution of the summons until the Bondholders' Meeting, by servingnotice to it to such effect.

16.2.7 Matters that have not been reported to the Bondholders in accordance with theprocedural rules for summoning of a Bondholders' Meeting may only be adopted withthe approval of all Voting Bonds.

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16.2.8 The Bondholders' Meeting shall be held on premises designated by the Bond Trustee.The Bondholders' Meeting shall be opened and shall, unless otherwise decided by theBondholders' Meeting, be chaired by the Bond Trustee. If the Bond Trustee is notpresent, the Bondholders' Meeting shall be opened by a Bondholder, and be chaired by arepresentative elected by the Bondholders' Meeting.

16.2.9 Minutes of the Bondholders' Meeting shall be kept. The minutes shall state the numbersof Bondholders represented at the Bondholders' Meeting, the resolutions passed at themeeting, and the result of the voting. The minutes shall be signed by the chairman and atleast one other person elected by the Bondholders' Meeting. The minutes shall bedeposited with the Bond Trustee and shall be available to the Bondholders.

16.2.10 The Bondholders, the Bond Trustee and - provided the Bonds are listed - representativesof the Exchange, have the right to attend the Bondholders' Meeting. The chairman maygrant access to the meeting to other parties, unless the Bondholders' Meeting decidesotherwise. Bondholders may attend by a representative holding proxy. Bondholders havethe right to be assisted by an advisor. In case of dispute the chairman shall decide whomay attend the Bondholders' Meeting and vote for the Bonds.

16.2.11 Representatives of the Issuer have the right to attend the Bondholders' Meeting. TheBondholders' Meeting may resolve that the Issuer's representatives may not participatein particular matters. The Issuer has the right to be present under the voting.

16.3 Resolutions passed at Bondholders' meetings16.3.1 At the Bondholders' Meeting each Bondholder may cast one vote for each Voting Bond

owned at close of business on the day prior to the date of the Bondholders' Meeting inaccordance with the records registered in the Securities Register. Whoever opens theBondholders' Meeting shall adjudicate any question concerning which Bonds shallcount as the Issuer's Bonds. The Issuer's Bonds shall not have any voting rights.

16.3.2 In all matters, the Issuer, the Bond Trustee and any Bondholder have the right to demandvote by ballot. In case of parity of votes, the chairman shall have the deciding vote,regardless of the chairman being a Bondholder or not.

16.3.3 In order to form a quorum, at least half(1/2) of the Voting Bonds must be represented atthe meeting, see however Clause 16.4. Even if less than half (1 /2 ) of the Voting Bondsare represented, the Bondholders' Meeting shall be held and voting completed.

16.3.4 Resolutions shall be passed by simple majority of the Voting Bonds represented at theBondholders' Meeting, unless otherwise set forth in Clause 16.3.5.

16.3.5 In the following matters, a majority of at least 2/3 of the Voting Bonds represented at theBondholders' Meeting is required:

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(a) amendment of the terms of this Bond Agreement regarding the interest rate, thetenor, redemption price and other terms and conditions affecting the cash flow ofthe Bonds;(b) transfer of rights and obligations of this Bond Agreement to another issuer(Issuer), or(c) change of Bond Trustee.

16.3.6 The Bondholders' Meeting may not adopt resolutions which may give certainBondholders or others an unreasonable advantage at the expense of other Bondholders.16.3.7 The Bond Trustee shall ensure that resolutions passed at the Bondholders' Meeting areproperly implemented.16.3.8 The Issuer, the Bondholders and the Exchange shall be notified of resolutions passed atthe Bondholders' Meeting.16.4 Repeated Bondholders' meeting16.4.1. If the Bondholders' Meeting does not form a quorum pursuant to Clause 16.3.3, arepeated Bondholders' Meeting may be summoned to vote on the same matters. Theattendance and the voting result of the first Bondholders' Meeting shall be specified inthe summons for the repeated Bondholders' Meeting.16.4.2 When a matter is tabled for discussion at a repeated Bondholders' Meeting, a validresolution may be passed even though less than half (112) of the Voting Bonds arerepresented.

17 The Bond Trustee17.1 The role and authority of the Bond Trustee17.1.1 The Bond Trustee shall monitor the compliance by the Issuer of its obligations underthis Bond Agreement and applicable laws and regulations which are relevant to theterms of this Bond Agreement, including supervision of timely and correct payment ofprincipal or interest, inform the Bondholders, the Paying Agent and the Exchange ofrelevant information which is obtained and received in its capacity as Bond Trustee(however, this shall not restrict the Bond Trustee from discussing matters of

confidentiality with the Issuer), arrange Bondholders' Meetings, and make the decisionsand implement the measures resolved pursuant to this Bond Agreement. The BondTrustee is not obligated to assess the Issuer's financial situation beyond what is directlyset forth in this Bond Agreement.17.1.2 The Bond Trustee may take any step necessary to ensure the rights of the Bondholders inall matters pursuant to the terms of this BondAgreement. The Bond Trustee may

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postpone taking action until such matter has been put forward to the Bondholders'Meeting.

17.1.3 Except as provided for in Clause 17.1.5 the Bond Trustee may reach decisions bindingfor all Bondholders concerning this Bond Agreement, including amendments to theBond Agreement and waivers or modifications of certain provisions, which in theopinion of the Bond Trustee, do not have a Material Adverse Effect on the rights orinterests of the Bondholders pursuant to this Bond Agreement.

17.1.4 Except as provided for in Clause 17.1.5, the Bond Trustee may reach decisions bindingfor all Bondholders in circumstances other than those mentioned in Clause 17.1.3provided prior notification has been made to the Bondholders. Such notice shall containa proposal of the amendment and the Bond Trustee's evaluation. Further, suchnotification shall state that the Bond Trustee may not reach a decision binding for allBondholders in the event that any Bondholder submit a written protest against theproposal within a deadline set by the Bond Trustee. Such deadline may not be less thanfive (5) Business Days following the dispatch of such notification.

17.1.5 The Bond Trustee may not reach decisions pursuant to Clauses 17.1.3 or 17.1.4 formatters set forth in Clause 16.3.5 except to rectify obvious incorrectness, vagueness orincompleteness.

17.1.6 The Bond Trustee may not adopt resolutions which may give certain Bondholders orothers an unreasonable advantage at the expense of other Bondholders.

17.1.7 The Issuer, the Bondholders and the Exchange shall be notified of decisions made by theBond Trustee pursuant to Clause 17.1 unless such notice obviously is unnecessary.

17.1.8 The Bondholders' Meeting can decide to replace the Bond Trustee without the Issuer'sapproval, as provided for in Clause 16.3.5.

17.2 Liability and indemnity17.2.1 The Bond Trustee is liable only for direct losses incurred by Bondholders or the Issuer

as a result of negligence or wilful misconduct by the Bond Trustee in performing itsfunctions and duties as set forth in this Bond Agreement. The Bond Trustee is not liablefor the content of information provided to the Bondholders on behalf of the Issuer.

17.2.2 The Issuer is liable for, and shall indemnify the Bond Trustee fully in respect of, alllosses, expenses and liabilities incurred by the Bond Trustee as a result of negligence bythe Issuer (including its directors, management, officers, employees, agents andrepresentatives) to fulfil its obligations under the terms of this Bond Agreement and anyother Finance Documents, including losses incurred by the Bond Trustee as a result ofthe Bond Trustee's actions based on misrepresentations made by the Issuer inconnection with the establishment and performance of this Bond Agreement and theother Finance Documents.

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17.3 Change of Bond Trustee17.3.1 Change of Bond Trustee shall be carried out pursuant to the procedures set forth in

Clause 16. The Bond Trustee shall continue to carry out its duties as bond trustee untilsuch time that a new Bond Trustee is elected.

17.3.2 The fees and expenses of a new bond trustee shall be covered by the Issuer pursuant tothe terms set out in Clause 14, but may be recovered wholly or partially from the BondTrustee if the change is due to a breach of the Bond Trustee duties pursuant to the termsof this Bond Agreement or other circumstances for which the Bond Trustee is liable.

17.3.3 The Bond Trustee undertakes to co-operate so that the new bond trustee receives withoutundue delay following the Bondholders' Meeting the documentation and informationnecessary to perform the functions as set forth under the terms of this Bond Agreement.

17.4 Appointment of Security Agent17.4.1 The Bond Trustee may act as Security Agent or may appoint a bank or other institution

to act as Security Agent for the Bond Issue.The main functions of the Security Agent may include holding Security Interests onbehalf of the Bondholders and monitoring compliance by the Issuer and other relevantparties of their respective obligations under this Bond Agreement and/or the SecurityDocuments with respect to the Security Interests.Before the appointment of a Security Agent other than the Bond Trustee, the Issuer shallbe given the opportunity to state its views on the proposed Security Agent, but the finaldecision as to appointment shall lie exclusively with the Bond Trustee.

17.4.2 The functions, rights and obligations of the Security Agent may be determined by aSecurities Agent agreement to be entered into between the Bond Trustee and theSecurity Agent, which the Bond Trustee shall have the right to require any Obligor andany other parties to any Security Document to sign as a party, or, at the discretion of theBond Trustee, to acknowledge.Any changes to this Bond Agreement necessary or appropriate in connection with theappointment of a Security Agent shall be documented in an amendment to this BondAgreement, signed by the Bond Trustee.

17.4.3 I f so desired by the Bond Trustee and the Security Agent, any or all of the SecurityDocuments shall be amended, assigned or re-issued, so that the Security Agent is theholder of the relevant Security Interest (on behalf of the Bondholders). The costsincurred in connection with such amendment, assignment or re-issue shall be for theaccount of the Issuer.

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18 Miscellaneous18.1 The community of Bondholders18.1 By virtue of holding Bonds, which are governed by this Bond Agreement (which

pursuant to Clause 2.1.1 is binding upon all Bondholders), a community exists betweenthe Bondholders, implying, inter alia, that(a) the Bondholders are bound by the terms of this Bond Agreement,(b) the Bond Trustee has power and authority to act on behalf of the Bondholders,(c) the Bond Trustee has, in order to administrate the terms of this Bond Agreement,

access to the Securities Register to review ownership of Bonds registered in theSecurities Register,

(d) this Bond Agreement establishes a community between Bondholders meaningthat;(i) the Bonds rank pari passu between each other,(ii) the Bondholders may not, based on this Bond Agreement, act directly

towards the Issuer and may not themselves institute legal proceedingsagainst the Issuer, however not restricting the Bondholders to exercise theirindividual rights derived from the Bond Agreement.

(iii) the Issuer may not, based on this Bond Agreement, act directly towards theBondholders,

(iv) the Bondholders may not cancel the Bondholders' community, and that(v) the individual Bondholder may not resign from the Bondholders'

community.18.2 Defeasance18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged

(see Clause 18.2.2) upon complying with the following conditions ("CovenantDefeasance");(a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the

Bondholders cash or government obligations accepted by the Bond Trustee (the"Defeasance Pledge") in such amounts as will be sufficient for the payment ofprincipal (including if applicable premium payable upon exercise of a Call Option)and interest on the Outstanding Bonds to Maturity Date (or redemption upon aexercise of a notified Call Option);

(b) the Issuer shall, if required by the Bond Trustee, provide a legal opinionreasonable acceptable to the Bond Trustee to the effect that the Bondholders willnot recognize income, gain or loss for income tax purposes (hereunder US federalor Norwegian, if applicable) as a result of the Defeasance Pledge and CovenantDefeasance, and will be subject to such income tax on the same amount and in the

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same manner and at the same times as would have been the case if the DefeasancePledge had not occurred;(c) no Event of Default shall have occurred and be continuing on the date of

establishment of the Defeasance Pledge, or insofar as Events of Default frombankruptcy or insolvency events are concerned, at any time in the period ending onthe 181 st day after the date of establishment of the pledge;

(d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach orviolation of any material agreement 01' instrument binding upon any Obligor, orthe articles of association or other corporate documents governing any Obligor;

(e) the Issuer shall have delivered to the Bond Trustee a certificate signed by its ChiefExecutive Officer that the Defeasance Pledge was not made by the Issuer with theintent of preferring the Bondholders over any other creditors of the Issuer or withthe intent of defeating, hindering, delaying or defrauding any other creditors of theIssuer or others;

(f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinionreasonably required regarding the Covenant Defeasance or Defeasance Pledge(including certificate from its Chief Executive Officer and a legal opinion from itslegal counsel to the effect that all conditions for Covenant Defeasance have beencomplied with; and that the Defeasance Pledge (i) will not be subject to any rightsof creditors of any Obligor, (ii) will constitutes a valid, perfected and enforceablesecurity interest in favour of the Bond Trustee for the benefit of the Bondholders,and (iii) will, after the 181 st day following the establishment, the funds and assetsso pledged will not be subject to the effects of any applicable bankruptcy,insolvency, reorganization or similar laws affecting creditors rights generallyunder the laws of the jurisdiction where the Defeasance Pledge was establishedand the corporate domicile of the Issuer.

18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1;(a) all Obligors shall be released from their obligations under all provisions in Clause

13, except 13.2.1 (a), (e), (h) and (i).(b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any

actions that may cause the value of the Security Interest created by this CovenantDefeasance to be reduced, and shall at the request of the Bond Trustee execute, orcause to be executed, such further documentation and perform such other acts asthe Bond Trustee may reasonably require in order for the Security Interests toremain valid, enforceable and perfected by the Bond Trustee for the account of theBondholders;

(c) any Guarantor(s) shall be discharged from their obligations under theGuarantee(s), and the Guarantee(s) shall cease to have any legal effect;

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(d) any Security Interests other than the Defeasance Pledge shall be discharged, andthe Bond Trustee shall take all steps reasonably possible for it to cause suchdischarge to be effected, by way of deletion of the relevant Security Documentfrom the relevant register, notice to third parties or as otherwise required;

(e) all other provisions of the Bond Agreement (except (a) - (c) above) shall remainfully in force without any modifications.

18.2.3 All moneys amount covered by the Defeasance Pledge shall be applied by the BondTrustee, in accordance with the provisions of this Bond Agreement, to the payment tothe Bondholders of all sums due to them under this Bond Agreement on the due datethereof.Any excess funds not required for the payment of principal, premium and interest to theBondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shallbe returned to the Issuer.

18.3 Limitation of claims18.3.1 All claims under the Bonds and this Bond Agreement for payment, including interest

and principal, shall be subject to the time-bar provisions of the Norwegian LimitationAct of May 18, 1979 No. 18.

18.4 Access to information18.4.1 The Bond Agreement is available to anyone and copies may be obtained from the Bond

Trustee or the Issuer. The Issuer shall ensure that the Bond Agreement is available incopy form to the general public until all the Bonds have been fully discharged.

18.4.2 The Bond Trustee shall, inorder to carry out its functions and obligations under theBond Agreement, have access to the Securities Register for the purposes of reviewingownership of the Bonds registered in the Securities Register.

18.5 Amendments18.5.1 All amendments of this Bond Agreement shall be made in writing, and shall unlessotherwise provided for by this Bond Agreement, only be made with the approval of all

parties hereto.18.6 Notices, contact information18.6.1 Written notices, warnings, summons etc to the Bondholders made by the Bond Trustee

shall be sent via the Securities Register with a copy to the Issuer and the Exchange.Information to the Bondholders may also be published at the web site www.stamdata.no.

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http://www.stamdata.no./http://www.stamdata.no./


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Norsk Tl lli tsmann ASA

18.6.2 The Issuer's written notifications to the Bondholders shall be sent via the Bond Trustee,alternatively through the Securities Register with a copy to the Bond Trustee and theExchange.

18.6.3 Unless otherwise specifically provided, all notices or other communications under or inconnection with this Bond Agreement between the Bond Trustee and any Obligor shallbe given or made in writing, by letter, or telefax. Any such notice or communicationaddressed shall be deemed to be given or made as follows:(a) ifby letter, when delivered at the address of the relevant Patty;(b) if by telefax, when received.However, a notice given in accordance with the above but received on a day which is nota business day in the place of receipt, or after 3:00 p.m. on such a business day, shallonly be deemed to be given at 9:00 a.m. on the next business day in that place.

18.6.4 the Issuer and the Bond Trustee shall ensure that the other patty is kept informed ofchanges in postal address, e-mail address, telephone and fax numbers and contactpersons

18.7 Dispute resolution and legal venue18.7 This Bond Agreement and all disputes arising out of, or in connection with this Bond

Agreement between the Bond Trustee, the Bondholders and any Obligor, shall begoverned by Norwegian law.All disputes arising out of, or in connection with this Bond Agreement between theBond Trustee.the Bondholders and any Obligor, shall be exclusively resolved by thecourts of Norway, with the District Court of Oslo as sole. legal venue.This Clause 18.7 is for the benefit of the Bond Trustee only. As a result, the BondTrustee shall not be prevented from taking proceedings relating to a dispute in any othercourts with jurisdiction. To the extent allowed by law, the Bond Trustee may takeconcurrent proceedings in any number of jurisdictions.

John LindqvistDirector

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Attachment 1

COMPLIANCE CERTIFICATENorsk T illitsm an n ASAP.O . Box 1470 VikaN~O l 1 6 O sloNorwayFax: + 47 22 87 9410Esmail: [email protected]

[date]D ea r S irs,AB Stena Metall Finans BOND AGREEMENT 2011/2016 ~ISIN 001 0612203

W e refer to the B ond A greem ent for the above m entioned B ond Issue m ade betw een N orskT illitsm ann A SA as B ond Trustee on behalf of the B ondholders, and the undersigned as Issuerunder w hich a C om pliance C ertificate shall be issued. T his letter constitutes the C om plianceC ertific ate for th e pe riod [P ER IOD].C apitalised w ords and expressions are used herein as defined in the B ond A greem ent.W ith reference to C lause 13 .2 .3 w e hereby certify that:1 . a ll in fo rm atio n c on ta in ed h ere in is tru e a nd a cc ura te a nd th ere h as b ee n n o c ha ng e whic h wou ld h av ea mate ria l a dv ers e e ffe ct o n t he fin an cia l c on dit io n o f th e Is su er si nc e t he d ate o f th e la st a cc ou nts o rt he l as t Compl iance Ce rt if ic at e s ubm it ted to you ; and2. the covenants set out in C lause 13 are satisfied.

C opies o f ou r la te st c on so lid ated [a nn ua l a udite d/te rtial u na ud ite d] ac co un ts a re e nc lose d.

You rs f ai th fu lly,A B Stena M etall Finans

Name o f au thori ze d pe rs onEnclosure: [ co py o f a ny w ritte n d oc um en ta tio n]

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mailto:[email protected]:[email protected]