Dated 9 October Renewable Energy Corporation ASA. (Borrower) and. Norsk Tillitsmann ASA. (Loan Trustee) LOAN AGREEMENT

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1 CONFORMED COPY Dated 9 October 2009 ISIN NO Renewable Energy Corporation ASA (Borrower) and Norsk Tillitsmann ASA (Loan Trustee) LOAN AGREEMENT on behalf of the Bondholders in the bond issue 320,000, per cent Renewable Energy Corporation ASA Subordinated Unsecured Convertible Bond Issue 2009/2014 Linklaters Linklaters LLP Ref: KJT

2 Table of Contents Contents Page 1 Definitions 1 2 The Loan 7 3 Listing 7 4 Registration in the Securities Depository 7 5 The functions, duties and liability of the Loan Trustee 7 6 Conditions Precedent 8 7 Representations and Warranties 9 8 Status of the Bonds and security 11 9 Undertakings by the Borrower Permitted Payments Interest Maturity of the Loan, Call Option; Borrower Conversion Right Interest in the event of late payment Borrower's acquisition of Borrower's Bonds Conversion terms Adjustment of the Conversion Price Merger and de-merger Covenants Fees and expenses Events of Default Enforcement Authority of the Bondholders' meeting and the Loan Trustee Procedural rules Repeated Bondholders' meeting Change of Loan Trustee Limitation Dispute resolution and legal venue 46 i

3 Appendix 1 COMPLIANCE CERTIFICATE 47 II

4 This agreement (the "Loan Agreement") has been entered Into on 9 October 2009 between: (1) Renewable Energy Corporation ASA (Norwegian Company No ) as borrower (the "Borrower") and (2) Norsk Tillitsmann ASA (Norwegian Company No ) as loan trustee (the "Loan Trustee"). Through their subscription In the Loan the Bondholders have acceded to the Loan Agreement (I.e.): (i) The Bondholders are bound by the terms of the Loan Agreement and the Intercreditor Agreement (provided that Information about the accession was given In the subscription documents and/or any other marketing documentation for the Loan). (II) The Loan Trustee has through the Bondholders' subscription been granted authority to act on behalf of the Bondholders to the extent provided for In the Loan Agreement and the Intercreditor Agreement. The Loan Agreement and the Intercreditor Agreement are available to anyone and may be obtained from the Loan Trustee or the Borrower. The Borrower shall ensure that the Loan Agreement and the Intercreditor Agreement are available to the general public throughout the entire term of the Loan. 1 Definitions Whenever used In this Loan Agreement the following terms shall have the following meaning: "Account Manager" means a Bondholder's account manager In the Securities Depository. "Additional Redemption Settlement Shares" means as described in clause "Additional Shares" means as described In clause "Agents" means as described in clause "Attachment" means any attachments or appendices to this Loan Agreement. "Banking Day" means a day when the Securities Depository and the Norwegian Central Bank's Settlement System is open and when Norwegian banks can settle foreign currency transactions. "Bondholders" mean the holders of the Bonds. "Bonds" mean bonds In the Loan, as described In clause 2.1. "Borrower's Bond(s)" mean Bond(s) In the Remaining Loan, owned by the Borrower or any of Its (direct or Indirect) Subsidiaries. "Borrower Conversion Right" means as described In clause "Borrower Conversion Right Reference Date" means as described In clause "Borrower Conversion Right Retroactive Adjustment" means as described In clause "Call Option" means as described In clause "Cash Dividend" means as described in clause

5 "Cash Settlement Amount" means as described in clause "Change of Control Conversion Date" means the date falling ten (10) Banking Days after a Bondholder has given a notice of conversion following the occurrence of a Change of Control Event. "Change of Control Conversion Period" means the period commencing on the date on which a Change of Control Event occurs and ending sixty (60) calendar days following such date or, if later, sixty (60) calendar days following the notification of a Change of Control Event (cf. clause ). "Change of Control Conversion Price" shall have the meaning given in clause "Change of Control Event" means if and when, subsequent to the date hereof, a shareholder of the Borrower or a group of shareholders acting in concert, directly or indirectly acquire (including by purchase, merger etc.) or have the right to cast, at a general meeting of the shareholders of the Borrower, more than 50 per cent of the votes that may ordinarily be cast in a general meeting of shareholders of the Borrower. "Conversion Date" means the date falling ten (10) Banking Days after the Paying Agent has received an exercise notice pursuant to clause 15.4 or, where the Borrower has exercised its Borrower Conversion Right pursuant to clause 15.6, the Borrower Conversion Date. "Conversion Period" means the entire term of the Loan, subject to the Conversion Right being exercised within the Exercise Period. "Conversion Price" means NOK per Share, subject to adjustments as provided in clauses 16 and 17. "Conversion Right" means the right of each Bondholder to convert each Bond into Shares at the Conversion Price in effect on the relevant Conversion Date. Based on the initial Conversion Price, each Bond will convert into 7, Shares, subject to clauses 15, 16 and 17. "Current Market Price" means as described in clause "Current Value" means as described in clause "Date of Pricing" means 2 October "dealing day" means as described in clause "Decisive Influence" means the ability to control the affairs or policies of an entity, whether by contract, by the possession of (majority) voting control in such entity's general meeting or by the ability to appoint the majority of the board of directors or other relevant governing body of such entity. "Disbursement Date" means 13 October "Dividend" means as described in clause "Event of Default" means each event or circumstance defined as an event of default in clause "Exchange" means a securities exchange or other reputable market place for securities having satisfactory requirements as to listing and trading, where the Bonds and/or the 2

6 Shares are listed or to which an application for listing of the Bonds and/or the Shares has been submitted. "Exercise Period" means the period commencing on the 41st Banking Day following the Disbursement Date and ending on the tenth (10) Banking Day prior to the Maturity Date or, If earlier, the tenth (10) Banking Day prior to the date for redemption of the Bonds pursuant to clause 12.2 (both days inclusive). "EUR" or "euro" means the single currency Introduced at the start of the third stage of the European Economic and Monetary Union. "Fair Market Value" means as described In clause "Finance Documents" means (I) this Loan Agreement, (II) the Intercreditor Agreement, (III) the fee agreement according to clause 19.1, and (iv) any other document which is executed at any time by the Borrower in relation to any amount payable under this Loan Agreement. "Financial Statements" means the audited unconsolidated or, as the case may be, consolidated annual accounts and financial statements of the Borrower for any financial year, drawn up according to GAAP, such accounts to Include a profit and loss account, balance sheet, cash flow statement and report from Its board of directors. "Fixed Rate of Exchange" means EUR 1 = NOK (the EUR: NOK official spot rate of exchange provided by the European Central Bank on the Date of Pricing). "GAAP" means the relevant accounting policies that apply to the Borrower, currently Norwegian General Accepted Accounting Principles for the unconsolidated financial statements, and IFRS as adopted by the EU and the Norwegian accounting act for the consolidated financial statements. "Group" means the Borrower and its (direct and indirect) Subsidiaries. "Independent Financial Adviser" means as described In clause "Intercreditor Agreement" means the intercreditor agreement dated 9 October 2009 between the Borrower, the Loan Trustee, the Senior Lenders and the other parties named therein. "Interest Payment Date" means as described in clause "Interest Period" means as described In clause "Lead Managers" mean Deutsche Bank AG, London Branch, BNP PARIBAS and Merrill Lynch International. "Liability" means as described in clause 9.1. "Loan" means the aggregate nominal value of the Bonds on the Disbursement Date. "Loan Agreement Suspension Period" means as described in clause "Loan Agreement Suspension Notice" means as described in clause "Majority Senior Creditors" means as described in clause 9.2. "Material Adverse Effect" means a material adverse effect in the reasonable opinion of the Loan Trustee on: (a) the business, financial condition or operations of the Borrower and/or the Group taken as a whole, (b) and/or the Borrower's ability to perform and comply 3

7 with its obligations under this Loan agreement or (c) the validity or enforceability of this Loan Agreement. "Material Subsidiary" means, at any time, a Subsidiary of the Borrower if: (a) (b) the book value of the assets of that Subsidiary then equals or exceeds 5% of the consolidated book value of the assets of the Group; and/or the total revenues of that Subsidiary then equal or exceed 5% of the consolidated total revenues of the Group. For this purpose: (i) subject to paragraph (ii) below: A. the book value of the assets of a Subsidiary and the total revenues of a Subsidiary will be determined from its financial statements which were consolidated into the latest audited consolidated Financial Statements of the Borrower; and B. the consolidated book value of the assets of the Group and the consolidated total revenues of the Group will be determined from the latest audited consolidated Financial Statements of the Borrower; (ii) if a Subsidiary of the Borrower becomes a member of the Group after the date on which the latest audited consolidated Financial Statements of the Borrower were prepared: A. the book value of the assets of a Subsidiary and the total revenues of a Subsidiary will be determined from its latest financial statements; and B. the consolidated book value of the assets of the Group and the consolidated total revenues of the Group will be determined from the latest audited consolidated Financial Statements of the Borrower but adjusted to take into account any subsequent acquisition or disposal of a business or a company (including that Subsidiary); (iii) (iv) (v) (vi) the book value of the assets of a Subsidiary and the total revenues of a Subsidiary will, if it has Subsidiaries, be determined from its consolidated financial statements; if a Material Subsidiary disposes of all or substantially all of its assets to another member of the Group, it will immediately cease to be a Material Subsidiary and the other member of the Group (if it is not the Borrower or already a Material Subsidiary) will immediately become a Material Subsidiary; a Subsidiary of the Borrower (if it is not already a Material Subsidiary) will become a Material Subsidiary on completion of any other intra-group transfer or reorganisation if it would have been a Material Subsidiary had the intra-group transfer or reorganisation occurred on the date of the latest audited consolidated Financial Statements of the Borrower; and except as specifically mentioned in paragraph (iv) above, a member of the Group will remain a Material Subsidiary until otherwise determined under paragraph (i) above. 4

8 If there is a dispute as to whether or not a member of the Group is a Material Subsidiary, a certificate of the auditors of the Borrower will be, in the absence of manifest error, conclusive. "Maturity Date" means 4 June "NOK" means Norwegian kroner, the lawful currency of Norway. "Non-Cash Dividend" means as described in clause 16.3 "Oslo Stock Exchange" means Oslo B0rs. "Outstanding Loan" means Remaining Loan less Borrower's Bonds. "Parity Value" means as described in clause "Paying Agent" means the entity appointed by the Borrower to act on behalf of the Borrower as paying agent and conversion agent. "Payment Date" means in relation to the Loan, the dates specified for payment of interest or principal. If a Payment Date is not a Banking Day, payments shall be made the following Banking Day, but no additional or further amounts shall be paid in respect of such postponement. "Prevailing Rate" means as described in clause "Quarter Date" means each 31 March, 30 June, 30 September and 31 December. "Quarterly Financial Reports" means the unaudited consolidated financial statements of the Borrower as of each Quarter Date, such accounts to include a profit and loss account, balance sheet, cash flow statement and management commentary. "Redemption Settlement Shares" means as described in clause "Reference Date" means as described in clause "Reference Price" means NOK per Share (being the Volume Weighted Average Price of a Share up until and including the Date of Pricing, converted at the Fixed Rate of Exchange), always provided that, in connection with any determination of the Change of Control Conversion Price, the Reference Price shall be adjusted in accordance with the provisions relating to the adjustment of the Conversion Price. "Relevant Indebtedness" means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market. "Relevant Stock Exchange" means as described in clause "Remaining Loan" means the aggregate principal amount of all Bonds outstanding in the Loan at any time (being equal to the Loan less the principal amount of Bonds redeemed by the Borrower or converted into Shares by such time). "Restated 2006 Agreement" means the agreement between the Borrower and DnB NOR Bank ASA as facility agent relating to a NOK 5,425,000,000 credit facilities agreement dated 23 March 2006 (as amended by amendment letters dated 27 April 2007, 17 September 2008, 10 December 2008, 30 April 2009 and 2 July 2009). 5

9 "Restated 2008 Agreement" means the supplemental agreement dated 3 July 2009 between the Borrower and DnB NOR Bank ASA as facility agent relating to a NOK 6,275,000,000 revolving credit facility and SGD 1,050,000,000 guarantee facility credit agreement dated 30 September 2008 (as amended by amendment letters dated 10 December 2008 and 30 April 2009). "Retroactive Adjustment" means as described In clause "Scheduled Maturity Date" means as described in clause 9.1. "Securities" means as described in clause "Securities Depository" means the Norwegian Registry of Securities. "Securities Registration Act" means the Norwegian act on the registration of financial Instruments (the Securities Registration Act) of 5 July, 2002 Nr. 64. "Senior Creditors" means as described in clause 9.1. "Senior Debt" means as described in clause 9.1. "Senior Debt Discharge Date" means as described In clause 9.1. "Senior Enforcement Event" means as described in clause "Senior Event of Default" means as described In clause "Senior Lenders" means the lenders under the Restated 2006 Agreement Restated 2008 Agreement. and the "Shareholders" means holders of Shares. "Shares" means fully paid ordinary shares of the Borrower, with par value NOK1, currently listed on the Oslo Stock Exchange including such ordinary shares of the Borrower which, pursuant to the terms and conditions of this Loan Agreement, shall be Issued following any Bondholder's exercise of Its Conversion Right. "Share Settlement Option" means as described in clause "Share Settlement Option Notice" means as described in clause "Share Settlement Reference Date" means as described in clause "Share Settlement Retroactive Adjustment" means as described in clause "Specified Date" means as described In clause 16.7 or, as the case may be, clause "Specified Share Day" means as described In clause "Spin-Off" means as described In clause "Spin-Off Securities" means as described In clause "Subordinated Debt" means as described in clause 9.1. "Subordination Period" means as described in clause 21. "Subsidiary" means an entity which Is a subsidiary datterselskap") pursuant to Section 1-3 of the Norwegian Public Limited Companies Act "Valuation Date" means as described in clause

10 "Volume Weighted Average Price" means as described In clause The Loan 2.1 The Borrower has resolved to Issue a convertible loan In the amount of EUR 320,000,000 (Euro Three Hundred and Twenty Million) through the Issue of 6,400 bonds, each with a denomination of EUR 50,000 (the "Bonds"). 2.2 The subscription of the Bonds was managed by the Lead Managers. 2.3 The Loan will be Identified as "6.50 per cent Renewable Energy Corporation ASA Subordinated Unsecured Convertible Bond Issue 2009/2014". 2.4 The registration number (ISIN) of the Loan will be NO The term of the Loan Is from and Including the Disbursement Date to the Maturity Date, or earlier if all of the Bonds are redeemed prior to the Maturity Date following (i) the Bondholders' exercise of their Conversion Right, (ii) the Borrower's exercise of the Call Option, and/or (III) otherwise pursuant to the terms and conditions set forth herein. 2.6 The net proceeds of the Loan will be used by the Borrower for general financing purposes. 3 Listing The Bonds will not be listed on any stock exchange on the Disbursement Date. An application may subsequently be made for a listing of the Bonds on an Exchange at the discretion of the Borrower. 4 Registration in the Securities Depository 4.1 The Bonds shall be registered in the Securities Depository according to the Securities Depository Act and the conditions agreed with the Securities Depository, effective from and Including the Disbursement Date. 4.2 The Borrower shall promptly arrange for notification to the Securities Depository of any change In the terms and conditions of the Loan. The Loan Trustee shall be provided with a copy of such notification. 4.3 The Borrower is responsible for the correct registration of the Bonds in the Securities Depository. The registration may be executed by an agent for the Borrower provided that the agent Is qualified according to relevant regulations. 5 The functions, duties and liability of the Loan Trustee 5.1 The Loan Trustee shall, pursuant to this Loan Agreement, and in compliance with applicable laws and regulations monitor the Bondholders' Interests and rights vis-a-vis the Borrower, Including inter alia, the following functions: monitor the Borrower's fulfilment of his obligations under the Loan Agreement, exercise necessary discretion in carrying out the duties assigned to the Loan Trustee under the Loan Agreement, ensure that valid decisions made at Bondholder meetings are carried out, 7

11 5.1.4 make the decisions and implement the measures that are assigned to or imposed on the Loan Trustee pursuant to this Loan Agreement, forward to the Bondholders necessary information which is obtained and received in its capacity as the Bondholders' representative, verify the timely and correct payment of interest and principal due hereunder, and provided the Bonds are listed on an Exchange, inform the Exchange of circumstances which are of importance to the listing, quotation and pricing of the Bonds; however, this only applies to cases in which the Loan Trustee gains knowledge of or should have knowledge of such circumstances and the Borrower fails to fulfil its duty of information towards the Exchange after having been urged to do so by the Loan Trustee. 5.2 In performing its functions as the Bondholders' representative, the Loan Trustee is not obligated to assess the Borrower's financial situation or ability to service the Loan except to the extent such duty may clearly be inferred from the Loan Agreement. 5.3 The Loan Trustee shall not be liable for any action taken by it, or its failure to take any action, under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Loan Trustee is not responsible for the content of the information the Loan Trustee has submitted on behalf of the Borrower. 6 Conditions Precedent 6.1 Disbursement of the Loan will be subject to the Loan Trustee having received the following documents, in form and substance satisfactory to it, at least two (2) Banking Days prior to the Disbursement Date: the Loan Agreement and the Intercreditor Agreement duly executed, certified copies of all corporate resolutions necessary for the Borrower to issue the Bonds and execute the Finance Documents, a power of attorney from the Borrower to relevant individuals for their execution of the Finance Documents, or a certified extract from the Norwegian Register of Business Enterprises evidencing the individuals authorised to sign the Finance Documents on behalf of the Borrower, evidence that the Loan has been registered in the Norwegian Registry of Business Enterprises ("foretaksregisteref) in accordance with Section 11-6 of the Norwegian Public Companies Act 1997, certified copies of the Borrower's Certificate of Incorporation and Articles of Association ("'vedtekter'), the latest available Financial Statements and Quarterly Financial Reports, to the extent necessary, certified copies of authorisations required for the validity of and execution, delivery and performance by and the enforceability against the Borrower of the Loan Agreement and the Intercreditor Agreement, and confirmation from Norwegian counsel to the Lead Managers that the subscription documents have been controlled and that a prospectus is not required according to Norwegian law, 8

12 6.1.8 confirmation from the Paying Agent that the Loan has been registered in the Securities Depository, written confirmation from the Borrower that the representations and warranties are true and accurate and have been complied with as at the Disbursement Date, the agreement set forth In clause 19.1, duly executed, any written documentation made public In connection with the Loan, and a legal opinion In a form and content acceptable to the Loan Trustee from Schj0dt, Norwegian legal advisers to the Borrower. 6.2 Subject to the conditions set out above being met, the net proceeds of the Loan will be made available to the Borrower at Disbursement Date. 6.3 The Loan Trustee is entitled to accept a delay in receiving documents listed above. 7 Representations and Warranties 7.1 The Borrower represents and warrants to the Loan Trustee (on behalf of the Bondholders) that: Status It is a public limited liability company, duly incorporated and validly existing under the laws of the Kingdom of Norway, and has the power to own its assets and carry on its business as it is being conducted Power and authority It has the power to enter into and perform, and has taken all necessary corporate action to authorise its entry into, performance and delivery of the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents Valid, binding and enforceable obligations the Finance Documents constitute (or will constitute, when executed by the respective parties thereto) legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, and (save as provided for therein) except for the registration of the Loan in the Norwegian Register of Business Enterprises ('foretaksregisteref') no registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against the Borrower Non-conflict with other obligations The entry into and performance by it of each Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with (i) any present law or regulation or present judicial or official order; (II) Its articles of association, by-laws or other constitutional documents; or (III) any document or agreement which Is binding on It or any of Its assets No Event of Default No Event of Default exists, and no other circumstances exist which constitute or (with the giving of notice, lapse of time, determination of materiality or the fulfilment 9

13 of any other applicable condition, or any combination of the foregoing) would constitute a default under any document which is binding on it or any of its assets, and which may have a Material Adverse Effect Authorisations and consents All authorisations, consents, licenses or approvals of any governmental authorities required for it in connection with the execution, performance validity or enforceability of the Finance Documents to which it is a party, and the transactions contemplated thereby, have been obtained and are valid and in full force and effect. All authorisations, consents, licenses or approvals of any governmental authorities required for it to carry on its business as presently conducted and as contemplated by this Loan Agreement, have been obtained and are in full force and effect Litigation No litigation, arbitration or administrative proceeding of or before any court, arbitral body or agency is pending or, to the best of the Borrower's knowledge, threatened which, if adversely determined, might reasonably be expected to have a Material Adverse Effect Financial Statements The audited most recently published Financial Statements and Quarterly Financial Reports of the Borrower fairly and accurately represent the assets and liabilities and financial condition as at their respective dates, and have been prepared in accordance with GAAP, consistently applied from one year to another No undisclosed liabilities As of the date of its most recently published audited consolidated Financial Statements, the Group had no material liabilities, direct or indirect, actual or contingent, and there were no material anticipated losses from any unfavourable commitments, not disclosed by or reserved against in the said Financial Statements or in the notes thereto No Material Adverse Effect Since the date of the most recently published Quarterly Financial Report, there has been no change in the business, assets or financial condition of the Group that is likely to have a Material Adverse Effect, except as publicly announced by the Borrower in accordance with the rules of the Oslo Stock Exchange No misleading information All documents and information which have been provided by the Borrower to the subscribers or the Loan Trustee in connection with this Bond Issue represent the latest published financial information concerning the Group, and, except as publicly announced by the Borrower in accordance with the rules of the Oslo Stock Exchange, there has been no change in the Group's financial position which could have a Material Adverse Effect Environmental compliance 10

14 The Borrower and each Group company is, to the best of the Borrower's knowledge, in all material respects, in compliance with any relevant applicable environmental law or regulation and no circumstances have occurred which would prevent such compliance in a manner which has or is likely to have a Material Adverse Effect Intellectual property There are, to the best of the Borrower's knowledge, no third party claims threatening for any infringement of the Group's (a) patents, trade marks, service marks, designs, business names, copyrights, design rights, inventions, confidential information and other intellectual property rights and interests (whether registered or unregistered), or (b) In respect of the benefit of all applications and rights to use such assets No withholdings It is not required to make any deduction or withholding from any payment which it may become obliged to make to the Loan Trustee (on behalf of the Bondholders) or the Bondholders under this Loan Agreement or In respect of the Bonds Share Conversion It will, during the term of the Loan, have the authority to issue and allot, free from pre-emption rights, sufficient Shares to enable the Conversion Right to be satisfied in full at the Conversion Price. 7.2 the representations and warranties set out In this clause 7.1, are made by the Borrower on the signing date of the Loan Agreement and on the Disbursement Date. 7.3 The Borrower shall indemnify the Loan Trustee for any economic losses suffered by the Loan Trustee or any Bondholder or Bondholders as a result of any breach of the representations and warranties made by the Borrower in clause 7.1, both prior to the Disbursement Date and until the Maturity Date. 8 Status of the Bonds and security 8.1 The Loan and the Bonds (including any interest accrued thereon) will constitute direct, unsecured and subordinated obligations of the Borrower ("ansvarlig lan") ranking equally without any preference among themselves and ranking at least pari passu with all existing and future subordinated obligations of the Borrower. On a winding-up, liquidation, bankruptcy ("konkurs") or dissolution of the Borrower the rights and claims of the Bondholders against the Borrower in respect of or arising under the Bonds, including in respect of accrued interest, will be subordinated to the claims of all Senior Creditors such that Bondholders will not be entitled to receive any payment in respect of the Bonds, including in respect of accrued interest, until such time as all Senior Creditors shall have been paid in full, but shall rank at least pari passu with the claims of all other subordinated creditors of the Borrower (other than in respect of any obligations preferred by mandatory provisions of applicable law). 8.2 The Loan is unsecured. 8.3 The Borrower undertakes that it will not (unless the Loan Trustee (or a Bondholders meeting as the case may be) has agreed in writing and then only to the extent so agreed and on the terms and conditions of such agreement) extend the maturity date of any 11

15 Senior Debt or increase the maximum amount that may be borrowed under the Restated 2008 Agreement or the Restated 2006 Agreement. 9 Undertakings by the Borrower 9.1 As used in this Agreement: "Liability" means any present or future liability (actual or contingent), together with: (a) (b) (c) (d) (e) any refinancing, deferral or extension of that liability; any further advance which may be made under any agreement expressed to be supplemental to any document in respect of that liability, together with all related interest, fees and costs; any claim for damages or restitution in the event of rescission of that liability or otherwise; any claim flowing from any recovery by a payment or discharge in respect of that liability on the grounds of preference or otherwise; and any amount (such as post-insolvency interest) which would be included in any of the above but for its discharge, non-provability, unenforceability or non-allowability in any insolvency or other proceedings. "Majority Senior Creditors" means the majority lenders (as defined in the Restated 2006 Agreement); and the majority lenders (as defined in the Restated 2008 Agreement). "Scheduled Maturity Date" means the current maturity dates in respect of the Senior Debt as in effect on the date of the Intercreditor Agreement, as may be extended (subject to Clause 8.3 of this Loan Agreement) in accordance with the terms thereof in effect on the date of the Intercreditor Agreement. "Senior Creditors" means all creditors of the Borrower other than those creditors whose claims against the Borrower on a winding-up, liquidation or dissolution of the Borrower are subordinated to the claims of unsubordinated creditors of the Borrower. Without limitation to the generality of the foregoing "Senior Creditors" includes the creditors from time to time and at any time under the Restated 2006 Agreement and the Restated 2008 Agreement. "Senior Debt" means all Liabilities payable or owing by the Borrower to a Senior Creditor under or in connection with the Restated 2006 Agreement or the Restated 2008 Agreement. "Senior Debt Discharge Date" means the date on which all the Senior Debt has been unconditionally and irrevocably paid and discharged in full, as determined by each Agent, and all commitments cancelled or, if earlier, the Scheduled Maturity Date. "Subordinated Debt" means all Liabilities payable or owing by the Borrower to the Loan Trustee on behalf of the Bondholders under or in connection with the Finance Documents (other than the Intercreditor Agreement). 9.2 Except as provided below or otherwise pursuant to the Intercreditor Agreement, the Borrower must not: make any payment (whether principal or interest) or distribution in respect of the Subordinated Debt, whether in cash or in kind from any source; 12

16 9.2.2 allow the Subordinated Debt to be set-off or otherwise discharged; allow the Subordinated Debt to be evidenced by a negotiable Instrument other than the Bonds; or take or omit to take any action which might impair the priority or subordination achieved or Intended to be achieved by the Intercreditor Agreement. 9.3 Clause 9.2 does not apply to: on or before the Senior Debt Discharge Date, any such action or payment approved by the Majority Senior Creditors; or anything permitted under clause 10 or otherwise set out In this Loan Agreement or Clause 3.4 (Preservation of Subordinated Debt) or Clause 12 (Changes to the Parties) of the Intercreditor Agreement or any other document. 9.4 Neither Clause 9.2 nor any other provision of the Intercreditor Agreement shall operate to restrict or prohibit the exercise of Conversion Rights In respect of the Loan or the Bonds or the performance by the Borrower of its obligations under this Loan Agreement in respect thereof. 9.5 The Borrower will not exercise Its right to redeem the Bonds pursuant to clause 12.2 of this Loan Agreement or acquire Bonds (either directly or through any subsidiary) pursuant to clause 14 of this Loan Agreement without the prior consent of the Majority Senior Creditors. 10 Permitted Payments 10.1 Permitted Payments - Subordinated Debt This Loan Agreement does not prohibit any payment when due of principal, interest, the Cash Settlement Amount or Additional Cash Settlement Amount in respect of the Subordinated Debt provided that: the payment is then due and payable under the Subordinated Debt; and no Loan Agreement Suspension Notice is in force Loan Suspension As used in this Agreement: "Agents" means the senior agent from time to time under respectively the Restated 2006 Agreement and the Restated 2008 Agreement. "Senior Enforcement Event" means the exercise by the relevant Agent of any of Its rights under Clause (Acceleration) of either the Restated 2006 Agreement or the Restated 2008 Agreement. "Senior Event of Default" means: (a) an event or circumstance referred to In clauses 24.2 (Non-payment), 24.3 (Breach of other obligations) (to the extent that It relates to clause 22 (Financial Covenants)), 24.6 (Insolvency), 24.7 (Insolvency proceedings) or 24.8 (Creditors' process) in either of the Restated 2006 Agreement and the Restated 2008 Agreement or a Senior Enforcement Event; or 13

17 (b) a Loan Agreement Event of Default If a Senior Event of Default Is then outstanding an Agent may give notice (a "Loan Agreement Suspension Notice") to the Borrower and the Paying Agent, with a copy to the other Agents and the Loan Trustee suspending any payments in respect of the Subordinated Debt A Loan Agreement Suspension Notice will remain In force, and any payment of the Subordinated Debt otherwise allowed under this clause will be suspended, until the earlier of: (i) (ii) (III) (iv) four (4) months from receipt by the Borrower, the Paying Agent and the Loan Trustee of the Loan Agreement Suspension Notice; the date on which the relevant Senior Event of Default ceases to be continuing; the date on which the Agents acting on the Instructions of the Majority Senior Creditors cancel the Loan Agreement Suspension Notice by notice to the Borrower, the Paying Agent and the Loan Trustee; and the Senior Debt Discharge Date, each such period, the "Loan Agreement Suspension Period" No Loan Agreement Suspension Notice may be served in reliance on a particular Senior Event of Default more than six (6) months after the Agent has received notice from a party specifying the event concerned and that it is a Senior Event of Default An Agent may only serve one Loan Agreement Suspension Notice in relation to each Senior Event of Default The accrual of all interest and default interest (and the capitalisation of interest) in accordance with the terms of this Loan Agreement (as in force at the date of the Intercreditor Agreement or as amended), shall be permitted notwithstanding service of a Loan Agreement Suspension Notice or any other provision of this subclause No Loan Agreement Suspension Notice may be served during an existing Loan Agreement Suspension Period. If a new Senior Event of Default arises during a Loan Agreement Suspension Period, a Loan Agreement Suspension Notice in respect of such new Senior Event of Default may only be served by the Agent after the completion of the existing Loan Agreement Suspension Period, if such Senior Event of Default Is continuing at that time. 11 Interest 11.1 The Borrower shall pay interest on the Bonds from and including the Disbursement Date at a fixed rate of 6.50 per cent per annum. Interest payments shall be made quarterly in arrear In equal Instalments on 4 January, 4 April, 4 July and 4 October In each year, save that the first payment of Interest on the Bonds will fall to be made on 4 January 2010 and will amount to EUR per Bond, and the last payment of Interest on the Bonds will fall to be made on 4 June 2014 and will amount to EUR per Bond. Each date on which Interest Is to be paid on the Bonds pursuant to this clause 11.1 Is referred to as an "Interest Payment Date". 14

18 11.2 If interest is required to be calculated for a period of less than a complete Interest Period (as defined below), the relevant day-count fraction will be determined on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed "Interest Period" means the period beginning on (and including) the Disbursement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date. 12 Maturity of the Loan, Call Option; Borrower Conversion Right 12.1 The Loan will run without instalments and mature in whole on the Maturity Date at par (100%), unless the Bonds are previously redeemed or converted. See also clause The Borrower may at any time during the term of the Loan, provided that 90 per cent or more of the Bonds issued on the Disbursement Date shall have been redeemed or purchased and cancelled or converted into Shares, call the Remaining Loan (the "Call Option") at its par value plus accrued interest. Should the Borrower exercise the Call Option, the Loan Trustee and the Bondholders must be informed of this (the Bondholders in writing via the Securities Depository) not more than forty (40) nor less than twenty (20) Banking Days before the date of redemption. For the avoidance of doubt, each Bondholder may within the Exercise Period elect to exercise its Conversion Right after having received the Borrower's Call Option notice If a Change of Control Event has occurred, each Bondholder shall at any time in the Change of Control Conversion Period be entitled, at its option, to convert its Bonds at the Change of Control Conversion Price, which shall be calculated as set out below, but in each case adjusted, if appropriate, under the provisions of clauses 16 and 17 (provided that no adjustment to the Conversion Price will be made in respect of such Change of Control Event other than pursuant to this clause 12.3 in respect of exercise of the conversion right in the Change of Control Conversion Period): COCCP = RP X(N - n)]-+[(ocp X n) N where: COCCP RP OCP N n is the Change of Control Conversion Price; is the Reference Price; is the current Conversion Price on the relevant Conversion Date; is the number of days from (and including) the Disbursement Date to (but excluding) the Maturity Date; and is the number of days from (and including) the Disbursement Date to (but excluding) the date of the Change of Control Event. 15

19 To exercise such option, a Bondholder must, via Its VPS account manager, notify the Paying Agent within the Change of Control Conversion Period. For the avoidance of doubt, the aforesaid Is an option exercisable at the sole discretion of each Bondholder, and each Bondholder may elect not to exercise such option and to continue to hold its Bonds. In the event of conversion pursuant to this clause 12.3, the Borrower shall as soon as possible, but in no event later than on the Change of Control Conversion Date, subject always to clause 15.8, Issue to and In the names of the relevant Bondholder the number of Shares which are necessary In order to fulfil the Borrower's obligations to Issue new Shares to the relevant Bondholder pursuant to Its Conversion Rights. The number of Shares required to be issued shall be determined by dividing the principal amount of the Bonds, translated Into NOK at the Fixed Rate of Exchange, by the Change of Control Conversion Price In effect on the relevant Conversion Date. The terms and conditions set out In clauses shall (to the extent applicable) apply for any conversion of Bonds to Shares according to this clause Notwithstanding any provisions of this clause 12, the Borrower may elect to satisfy Its obligation to redeem the Bonds on the Maturity Date by exercising Its option (the "Share Settlement Option") with respect to all, but not some only, of the Bonds, subject always to clause 15.8, provided that the Shares are listed on the Relevant Stock Exchange and no Events of Default shall have occurred. To exercise its Share Settlement Option, the Borrower shall give a notice to such effect (the "Share Settlement Option Notice") to the Loan Trustee and to the Bondholders (in the case of the Bondholders, in writing via the Securities Depository). The Share Settlement Option Notice shall be given not more than sixty (60) nor less than thirty (30) Banking Days prior to the Maturity Date. Where the Borrower shall have exercised the Share Settlement Option, the Borrower shall, In lieu of redeeming the Bonds In cash, effect redemption In respect of the Bonds by: issuing or transferring and delivering to the relevant Bondholder such number of Shares as is determined by dividing the aggregate principal amount of such Bondholder's Bonds translated into NOK at the Fixed Rate of Exchange, by the Conversion Price in effect on the Valuation Date; making payment to the relevant Bondholder of an amount (the "Cash Settlement Amount") equal to the amount (If any) by which the aggregate principal amount of such Bonds exceeds the product of the Current Value of a Share on the Valuation Date and the whole number of Shares deliverable to such Bondholder in accordance with Clause above In respect of such Bonds; and making or procuring payment to the relevant Bondholder in cash of any accrued and unpaid Interest In respect of such Bonds up to the Maturity Date. "Valuation Date" means the date falling three dealing days prior to the Maturity Date. Fractions of Shares will not be issued or transferred or delivered pursuant to this clause 12.4 and no cash payment will be made In lieu thereof. Shares to be delivered In the manner contemplated In this clause 12.4 (other than pursuant to clause 12.5 below) upon exercise of the Share Settlement Option are referred to as "Redemption Settlement Shares". 16

20 If the Borrower does not give a Share Settlement Option Notice in the manner and by the time set out in this clause 12.4, or if, having given a Share Settlement Option Notice, the Shares shall cease to be listed on the Oslo Stock Exchange (or any other Relevant Stock Exchange on which the Shares are listed and admitted to trading from time to time) or trading in the Shares on the Oslo Stock Exchange (or such other Relevant Stock Exchange) is suspended and such suspension is continuing at any time on or after 10 Banking Days prior to the Maturity Date or an Event of Default shall have occurred, the Bonds shall be redeemed for cash on the Maturity Date in accordance with the provisions of clause 12.1 (and any Share Settlement Option Notice shall be annulled). When used in this clause 12.4, the "Current Value" in respect of a Share on the Valuation Date shall mean 99% of the average of the Volume Weighted Average Price of the Shares for the fifteen consecutive dealing days ending on the Valuation Date, translated into EUR at the spot rate of exchange prevailing at the close of business on each such dealing day. If the Borrower elects to exercise the Share Settlement Option with respect to the Bonds, the following provisions shall apply: Shares to be issued or transferred and delivered as contemplated by this clause 12.4 shall be deemed to be issued or transferred and delivered as of the Maturity Date or, in the case of any Additional Redemption Settlement Shares, as of the relevant Share Settlement Reference Date. The Borrower shall, no later than 15 Banking Days after the Valuation Date, register the Redemption Settlement Shares on the Relevant Stock Exchange and in the Securities Depository A Bondholder must pay any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on the relevant Redemption Settlement Shares or Additional Redemption Settlement Shares (other than any taxes and capital, stamp, issue and registration duties payable in Norway arising on conversion and on the issue and delivery of Shares, which shall be paid by the Borrower) and such Bondholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond or interest thereon in connection with such redemption The Redemption Settlement Shares will be fully paid and will in all respects rank pari passu with the fully paid Shares in issue on the Maturity Date or, in the case of Additional Redemption Shares, on the relevant Share Settlement Reference Date, except in any such case for any right excluded by mandatory provisions of applicable law and except that such Shares or, as the case may be, Additional Redemption Shares will not rank for any rights, distributions or payments the record date (or other due date for the establishment of entitlement) for which falls prior to the Maturity Date or, as the case may be, the relevant Share Settlement Reference Date If the Valuation Date in relation to the conversion of any Bond shall be after the record date in respect of any consolidation or sub-division as is mentioned in clause 16.1, or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in clause 16.2, 16.3, 16.4, 16.5 or 16.6, or after any such issue or grant as is mentioned in clause 16.6 and 16.7, but before the relevant adjustment becomes effective under clause 16 (such adjustment, a "Share Settlement Retroactive Adjustment"), then the Borrower shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued or transferred and delivered to the relevant Bondholder, such additional number of Shares (if 17

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