## BETWEEN

## GASSCO AS

## AND

## STATOIL PETROLEUM AS

This Agreement is made and entered into as of the 24 day of   November 2010 by and between:

**Gassco AS**, a company incorporated under the laws of Norway of the  first part, and

**Statoil Petroleum AS**, a company incorporated under the laws  of Norway  of the second part

(hereinafter individually referred to as “Party” and jointly  referred to as the ”Parties”).



**WHEREAS**, on the basis of a decision by Stortinget on 26 April 2001, with further  basis in St.prp. nr. 36 (2000 – 2001) and Innst. S. nr. 198 (2000 – 2001),  Gassco AS has been established to operate the transportation systems for gas on  and from the Norwegian continental shelf and to perform other businesses  related to this, and

**WHEREAS**, it follows from the above decision that Gassco AS  shall have the full responsibility for the management of certain natural gas  transportation facilities as the Operator for same facilities, and

**WHEREAS**, it further follows from the above decision that the  performance of the work connected to the daily technical operations of the  transportation systems in regard to tasks such as maintenance, is to be carried  out by the companies performing these operating functions  today, hereafter called Technical Services  Providers, and

**WHEREAS** Statoil ASA and Gassco AS on February 27, 2002  entered into an agreement in which Statoil ASA  undertook to be the Technical Services Provider  for the transportation facilities covered by said agreement, and

**WHEREAS** Statoil ASA have assigned the above agreement to  Statoil Petroleum AS, and

**WHEREAS** the Parties as from the effective date of this  Agreement wish to replace the agreement dated February 27, 2002 as amended with  this Agreement.



NOW THEREFORE, THE PARTIES  AGREE AS FOLLOWS:

## 1. DEFINITIONS AND  ATTACHMENTS

The following terms shall have the meaning stated below:

1.1“Agreement” shall mean the main body of this agreement  including the attachments listed in article 1.2, as originally executed or as  amended from time to time.
  1.2 “Joint Ventures” shall mean the respective joint ventures  described in the following participants’ agreements, as amended from time to  time:
  - Haltenpipe Participants’ Agreement dated 23 June 1995
  - Gassled Participants’ Agreement dated 4 March 2009.
   1.3 “Kollsnes Gas Plant”  shall mean the onshore gas processing plant for handling of natural gas located  at Kollsnes, Øygarden.
  1.4 “Kårstø Gas Plant” shall mean the onshore gas processing  plant for handling of natural gas located at Kårstø, Tysvær.
  1.5 “Operator” shall mean  Gassco   AS.

1.6 “Technical Services Provider” shall mean Statoil Petroleum  AS.

1.7 “Transportation System” shall have the meaning as described  in Attachment 1.

1.8 “Services shall mean all technical services that the  Technical Services Provider shall perform in accordance with this Agreement.

The definitions in Attachment 2 shall also apply to the main  body of the Agreement.

### 1.2 Attachments

The attachments listed below are part of this Agreement.

Attachment 1 - Description of the Transportation System. 
Attachment 2 - General Terms and Conditions for the  provision of Services for gas infrastructure Joint Ventures operated by Gassco AS. ("General Terms and Conditions").

## **2. OBJECTIVE**

### 2.1 Objective and  priorities

This Agreement shall regulate all duties and rights between  the Technical Services Provider and the Operator in regard to the execution of  Services.

The Parties shall, when performing their duties pursuant  this Agreement, give priority to safety in order to protect life, health,  environment and property.

The Parties shall in their performance of this Agreement  always have due regard to the integrity of proprietary information and keep  such information confidential for the benefit of its rightful owner.

The Parties shall execute their duties and rights under this  Agreement in an efficient and cost effective manner.

### 2.2 Interpretation  in the event of contradiction

In the event of any conflict between the main body of this  Agreement and the attachments, the clauses of the main body shall prevail.



## **3. DISCHARGE OF THE TECHNICAL SERVICES PROVIDER**

A discharge of the Technical Services Provider in accordance  with article 15.1 of the General Terms and Conditions shall be approved by the  respective Joint Venture.

In the event of a termination by either Party of the  Services of the Technical Services Provider for the Kårstø Gas Plant or the  Kollsnes Gas Plant, the maximum period of prolonged term of the Agreement  referred to in article 15.3 of the General Terms and Conditions shall be  extended to twelve (12) months.



## 4. KÅRSTØ  AND KOLLSNES FACILITIES - RESEARCH AND  DEVELOPMENT PROJECTS

It is understood and agreed between the Parties that  research and development studies are of a particular importance for the  development and state of the art maintenance of the onshore facilities at  Kårstø and Kollsnes, and for the Technical Services Provider's maintenance and  development of its competence as technical services provider for these  facilities. It is also understood and agreed between the Parties that the  onshore facilities at Kårstø and Kollsnes are important to the industrial  development in the region and that research and development funds are a  required contribution in this respect.



## 5. ANTI-CORRUPTION  AND FACILITATION PAYMENTS

The Parties represent and warrant to comply with, and to use  reasonable endeavours to procure that relevant third parties used for  fulfilling the Parties' respective obligations under the Agreement comply with,  all laws, rules, regulations, decrees or official governmental orders  prohibiting bribery, corruption and money laundering applicable to any of the  Parties or their ultimate parent companies.

A Party may terminate the Agreement, upon written notice to  the other, if the other Party is in breach of the above.



## 6. DURATION

This Agreement shall become effective as of 01.01.2011 and  shall remain in effect until terminated as provided for herein.



Executed in two (2) originals as of the day first above  written:

|Operator:                  | Technical  Services Provider:
|-------------------------- | -----------------------------
|____/s/Svein Birger Thaule | ____/s/Kjetil Ohm            
|Gassco AS                  | Statoil Petroleum AS         





## ATTACHMENT  1

## DESCRIPTION OF THE TRANSPORTATION SYSTEM

“Transportation System” shall mean the following facilities:

- Kårstø Gas Plant,

- the connected riser platforms Draupner-E and Draupner-S  located in block 16/11 (hereinafter referred to as “Draupner-E” and  “Draupner-S” respectively),

- the pipeline (28 inch upstream / 42 inch downstream of  an expansion joint) commencing at the flexible riser connector at the Åsgard  ERB and ending at the Kårstø Gas Plant, including the Åsgard ERB, and the  T-connections on the pipeline,

- the 30 inch pipeline commencing in the vicinity of  production platform B at the Statfjord field and ending at Kårstø Gas Plant  including the T-connections on the pipeline,

- the 42 inch pipeline commencing at Kårstø Gas Plant and  ending at the receiving, metering, heating and utility facilities at the  pipeline landing point in Dornum, Germany,

- the 28 inch pipeline commencing at Kårstø Gas Plant and  ending at Draupner-S,

- the 36 inch pipeline commencing in the vicinity of  Heimdal main platform and ending at Draupner-S including the 16 inch Jotun  T-connection,

- the 40 inch pipeline between the Kollsnes Gas Plant and  the export riser situated at the Sleipner field (hereinafter referred to as  “Sleipner Riser”),

- the 40 inch pipeline between the Kollsnes Gas Plant and  Draupner-E,

- the 30 inch pipeline between Sleipner Riser Platform  and Draupner-S,

- the 40 inch pipeline between Sleipner Riser Platform  ending at the inlet facilities of the onshore terminal for receipt and handling  of natural gas located in Zeebrugge, Belgium,

- the 40 inch pipeline between Draupner-S, via  Draupner-E, and ending at the inlet facilities of the onshore terminal for  receipt and handling of natural gas located in Dornum, Germany,

- the 42 inch pipeline commencing at the Dornum terminal  and ending at the inlet facilities of the onshore terminal for receipt and  handling of natural gas located in Emden, Germany,



- the 42 inch pipeline commencing at Draupner-E and  ending at the inlet facilities of the onshore terminal for receipt, handling  and redelivery of natural gas located in Dunkerque, France,

- Kollsnes Gas Plant,

- the  42 inch pipeline starting at Nyhamna and ending at Sleipner Riser Platform,

- the 44  inch pipeline starting at Sleipner Riser Platform and ending at the  inlet facilities of the onshore terminal for receipt, handling and redelivery  of natural gas located in Easington,  UK,

- the 32 inch pipeline starting at Statfjord B and ending  at the tie-in to FLAGS,

- the 16 inch pipeline from Norne FPSO to Gassled Area B,

- the 30 inch pipeline from Kvitebjørn platform to  Gassled Area E,

- the 36 inch pipeline commencing at the gas processing  platform at the Oseberg field (“Oseberg D platform”) and ending at, and  including, the riser platform located at the Heimdal field,

- Haltenpipe Joint Venture facilities.

The battery limits are set out in the Gassled Participants’ Agreement and the  Haltenpipe Participants’ Agreement. In addition the battery limits between the  part of the Gassled transportation system covered under this Agreement and the  part of the Gassled transportation system covered under other Technical  Services Agreements and the battery limits towards the receiving facilities are  set out in Appendix A to this Attachment 1.

### APPENDIX A TO ATTACHMENT 1.

**BATTERY LIMITS BETWEEN THE PART OF THE GASSLED TRANSPORTATION SYSTEM COVERED BY THIS AGREEMENT AND OTHER GASSLED FACILITIES**

1.1 Battery limit between the part of the Gassled transportation  system covered by this Agreement and Norpipe gas pipeline.

1.2 Battery limit between the part of the Gassled transportation  system covered by this Agreement and the facilities in Easington UK.





1.3. Battery limit between Statoil TSP and Vesterled.



1.4. Battery limits between the Europipe Receiving  Facilities’ and pipelines
              
The battery limits are at the inlet flanges immediately  downstream of the pig receivers of the Draupner - Dornum pipeline and the  Kårstø - Dornum pipeline, and at the outlet flange immediately upstream of the  pig launcher of the pipeline to Europipe Metering Station.







1.5. Battery limits between the Europipe Metering Station  and Europipe Receiving Facilities pipeline.
The battery limit between the Europipe Receiving Facilities  pipeline and the Europipe Metering Station is at the inlet flange immediately  downstream of the pig receiver.





### ATTACHMENT  2

### GENERAL TERMS AND CONDITIONS

### FOR THE PROVISION OF

### TECHNICAL SERVICES

### FOR

### GAS INFRASTRUCTURE JOINT VENTURES

### OPERATED BY

### GASSCO AS



**Table of Contents**1        Definitions  and appendix1.1       Definitions1.2       Appendix2        Scope  of Services2.1       Services2.2       Joint  Ventures3        Performance  of the Services3.1       Priority  to safety3.2       Conduct  of the Technical Services Provider3.3       Neutrality3.4       Information3.5       Reports3.6       Organisation3.7       Documentation4        Operator4.1       Rights  and duties of the Operator4.2       Governmental  authorities5        Liability  and insurance5.1       Liability5.2       Insurance6        Work  programs, budgets and financial reporting6.1       Preliminary  work programs and budgets6.2       Proposed  work programs and budgets6.3       Approval  of budgets and release of budget funding6.4       Changes  to approved work programs and budgets.6.5       Structure  and content of the budgets and monthly financial reporting6.6       Structure  and content of the settlement report for budget items 1-98 (TSP Invoice)6.7       Structure  and content of the settlement report for budget items 996.8       Project  management7        Budget  overrun and expenditure not specifically approved7.1       Budget  overrun7.2       Emergency  expenses8        Contract  procedure8.1       Purchasing8.2       Tender  invitations8.3       Contracting8.4       Approval  thresholds9        Costs  and accounting9.1       Provision  of funds9.2       Accounting10     Materials  and intangible property11     Confidentiality12     Force  Majeure13     Notices13.1         Delivery  and receipt of notices13.2         Operational  communications14     Financial,  HSE and technical audits14.1         Right  to audit14.2         Right  of access14.3         Audit  period14.4         Audit  teams14.5         Unsettled  audit claims and audit of standard rates for Affiliated Companies14.6         Minimal  disturbance15     Termination15.1         Termination  without cause15.2         Termination  due to specific cause15.3         Prolonged  term of the Agreement15.4         Hand-over15.5         Transfer  audit and settlement of costs16     Assignment16.1         Assignment  to Affiliated Company16.2         Assistance  to assignee17     Applicable  law and jurisdiction



## 1 Definitions and appendix

### **1.1 Definitions**

The terms below shall have  the following meaning in this Agreement:

1. “Accounting  Procedures“ shall mean the procedures described in Appendix 1 to these General  Terms and Conditions.
2. Affiliated  Company” in relation to a Party shall mean
    i) any enterprise which directly or indirectly holds more than fifty (50)  percent of the share capital or the votes, or in any other way directly or  indirectly exercises a controlling interest in a Party hereto, or
    ii) any enterprise in which one of the Parties hereto directly or indirectly  holds more than fifty (50) percent of the share capital or the votes, or in any  other way directly or indirectly exercises a controlling interest, or
    iii) any enterprise of which more than fifty (50) percent of the share capital  or votes are held directly or indirectly or which in any other way directly or  indirectly is controlled by one or more enterprise(s) which holds directly or  indirectly more than fifty (50) percent of the share capital or the votes or in  any other way exercises directly or indirectly a controlling interest in a  Party hereto.
3. “Business  Day” shall mean any day that is neither a Saturday, a Sunday nor a public  holiday in Norway.
4. “General  Terms and Conditions” shall mean the terms and conditions laid down in this  Attachment 2.
5. “HSE”  shall mean health, safety and environment.
6. “Operating  Agreement” shall mean the agreement so named and entered into between Gassco AS  and the relevant Joint Venture regulating the rights and responsibilities of  Gassco AS as operator of such Joint Venture effective as of 1 January 2009, as  amended.



The definitions in main body of the Agreement shall also  apply to this Attachment 2.

### 1.2 Appendix

The following appendix is enclosed to these  General Terms and Conditions and made a part hereof for all purposes:

Appendix 1 - Accounting Procedures.

## 2 Scope of Services

### 2.1 Services

The responsibilities of the Technical Services Provider  shall include (but not necessarily be limited to);

2.1.1 The  daily technical operation and maintenance, repair, replacement, modification  and removal of the Transportation System. Further the responsibilities of the  Technical Services Provider shall include execution of tie-ins to and  expansions of the Transportation System, provided the Operator has agreed to  execute such scope;

2.1.2 as requested from time to time, to assist the Operator  in its work related to the development of the existing Transportation System  and future developments involving the Transportation System, provided such  work  can be performed within a time  schedule and scope as determined in the yearly budget and planning process  referred to in articles 6.1 and 6.2. The work performed by the Technical  Services Provider hereunder may include studies, planning, engineering and  execution;

2.1.3 the preparation and submission to the Operator of  proposals for work programs and budgets pursuant to this Agreement;

2.1.4 the execution of such work programs in accordance with  budgets as approved by the Operator;

2.1.5 responsibility for the planning and, in accordance with  approved work programs and budgets, the obtaining of all services and materials  required for the Services.

### **2.2 Joint Venture****s**

2.2.1 Upon request by the Operator and subject to acceptable  prior notice, the Technical Services Provider shall attend meetings of the  Joint Venture(s) or parts thereof, to present issues relative to the Services  to the Joint Venture(s).
The Technical Services Provider  shall have the right to be present in meetings of the Joint Venture(s) as  observer.

2.2.2 The Operator shall notify the Technical Services  Provider of decisions taken by the Joint Venture(s) which will or may affect  the performance of the Services.

## 3 Performance of the Services

### 3.1 Priority to safety

3.1.1 The Technical Services Provider shall on matters  concerning the Services give priority to safety in order to protect life,  health, environment and property in accordance with this Agreement, its own and  the Operator’s requirements, applicable public requirements and standards  relevant for the technical management of the Transportation System. 
  The safety management shall be performed in accordance with an overall HSE  policy and ambitions which will be established by the Operator. The Technical  Services Provider, having due regard to its internal safety management  policies, shall maintain its HSE program for the operation of the  Transportation System in accordance with this Agreement, government regulations  and in alignment with the Technical Services Provider’s overall HSE program.  The HSE program will be subject to review and comments by the Operator and the  Operator shall have the right to perform safety audits in accordance with article  14.

3.1.2 The Technical Services Provider will as a part of the  technical management of the Transportation System maintain a management system  for supervision of all its activities regarding natural gas transportation and  related technical operations, performed within this Agreement. This system  shall comply with requirements in or pursuant to the Norwegian Petroleum Act of  29 November 1996, as amended and all other relevant acts, regulations and  provisions and international standards for quality management which are  relevant for the Technical Services Provider.

3.1.3 The Technical Services Provider shall promptly notify  the Operator of any incidents or accidents and the actions taken or to be  taken. The Operator will issue a procedure for monthly reporting of relevant  HSE data and statistics.

### 3.2 Conduct of the Technical Services Provider

Subject as hereinafter provided, the Technical Services  Provider shall;

3.2.1 have the right and be obliged to perform the Services  by itself, its agents or its contractors in accordance with this Agreement and  under the overall supervision and control and in accordance with the decisions  of the Operator. To the extent that the Technical Services Provider performs  the Services by the use of agents or contractors, it shall nonetheless remain responsible  for such services in accordance with the provisions of this Agreement;

3.2.2 perform the Services in a proper, economically  efficient and workmanlike manner, in accordance with best methods and practices  used in good and prudent gas transportation system operation and with that  degree of diligence and prudence exercised by experienced organisations engaged  in a similar activity under similar circumstances and conditions;

3.2.3 comply with all applicable laws, decrees and  regulations;

3.2.4 proceed with due diligence and make application for and  endeavour to acquire and maintain any and all permissions that may be required  for and/or in connection with its duties performed under this Agreement;

3.2.5 subject to article 4.2 maintain contact with relevant  governmental authorities in order to comply with the duties above, and keep the  Operator informed at all times as to how such contact is maintained, c.f.  article 3.5.2;

3.2.6 act as principal enterprise on all manned offshore  installations comprised by the Transportation System, c.f. the Working  Environment Act of 17 June 2005 No 62 as amended, and other HSE regulations.

### 3.3 Neutrality

As the company acting as Technical Services Provider is also  engaged in the sale and shipment of gas and is an owner of the Transportation  System, it shall not take advantage of its position nor of information accrued  to it in its capacity as Technical Services Provider in a way that is  inconsistent with its role as a neutral supplier of services. The Technical  Service Provider shall implement measures and procedures to secure its  obligation under this provision. The Technical Services Provider’s compliance  with its duties under this clause shall be subject to audit rights as provided  for in article 14. In case of such audit, the rule of thirty (30) days notice  shall not apply.

### 3.4 Information

The Technical Services Provider shall upon request provide  the Operator with all information that relates to the Transportation System, if  such information may be required for the Operator’s fulfillment of its duties  to provide information to the owners of the Transportation System, other  clients (including shippers) and to the public authorities, or if this is  necessary for the Operator to perform its own tasks in connection with the  management, operation and development of infrastructure.

The Operator shall upon request provide the Technical  Services Provider with all relevant information that relates to the  Transportation System, to the extent that such information is necessary for the  Technical Services Provider’s performance of its duties under this Agreement.

### 3.5 Reports

The Technical Services Provider shall;

3.5.1 provide the Operator with such reports as to the  conduct of the Services as the Operator may from time to time decide, including  regular reports as to the progress of the Services;

3.5.2 to the extent of any delegation according to article  4.2 timely and as required by applicable law, make all reports concerning the  Services to the appropriate governmental authorities and furnish copies of all  such reports to the Operator, and, to the extent of any delegation according to  article 4.2, notify the Operator without delay of any and all government acts,  regulations and rulings issued to or served upon the Technical Services  Provider.

### 3.6 Organisation

The Technical Services Provider shall maintain an adequate  organization in order to ensure fulfillment of all its functions, tasks and  duties under this Agreement. Maintaining an adequate organization in this  respect entails inter alia keeping a competent staff, sufficient for constant  emergency preparedness as well as compliance with all applicable laws and  regulations.

### 3.7 Documentation

The Technical Services Provider shall prepare and maintain  proper books, records, drawings and inventories related to the Services.

## 4 Operator

### 4.1 Rights and duties of the Operator

The Operator will exercise the overall supervision and  control of all matters pertaining to the conduct and performance by the  Technical Services Provider of the Services. The powers and duties of the  Operator shall, inter alia, include;

4.1.1 the right to provide guidelines and instructions to the  Technical Services Provider with regard to the   Services, within the provisions and principles of this Agreement;

4.1.2 the consideration, revision and review of the Technical  Services Provider’s overall HSE program;

4.1.3 the consideration and, if so required, the  determination of any other matter relating to the Services.

### 4.2 Governmental authorities

The Operator shall be responsible for all formal and regular  contact with the relevant foreign and Norwegian authorities. The Operator may  through express delegation transfer particular aspects of this responsibility  to the Technical Services Provider.

The Operator shall notify the Technical Services Provider  without delay of any and all government acts, regulations or rulings issued to  or served upon the Operator and applicable for the Services.

## 5 Liability and insurance

### 5.1 Liability

If any of the Parties sustains loss  arising from the Technical Services Provider’s performance of its functions as  such, the Technical Services Provider and its Affiliated Companies shall only  be liable for such loss provided it is the result of willful misconduct or  gross negligence of the managerial or supervisory personnel of the Technical  Services Provider or any of its Affiliated Companies. The Technical Services  Provider and its Affiliated Companies shall under no circumstances be liable  for loss caused by delay in or interruption of gas deliveries to the  Transportation System.

### 5.2 Insurance

Operating and construction insurances in respect of the  Transportation System will be obtained and maintained by the respective owners.

The Technical Services Provider shall obtain and maintain,  in respect of the performance of the Services, all insurances required under  any applicable law and such other insurances as the Operator may, from time to  time, determine.

Any incidents which potentially could result in an insurance  claim shall be reported to the Operator as soon as possible.

## 6 Work programs, budgets and financial reporting

### 6.1 Preliminary  work programs and budgets

The Technical Services Provider shall on or before the last  day of April in each Year submit to the Operator its preliminary work programs  and budgets for the succeeding Year, and forecast for work programs and budgets  in each of the next three succeeding years. Following this submittal there  shall be a meeting between the Technical Services Provider and the Operator  where the preliminary proposals shall be reviewed. On or before the 20th of May  in each Year, the Technical Services Provider shall submit to the Operator its  final preliminary work programs and budgets for the succeeding Year, and  forecast for work programs and budgets in each of the next three succeeding  years. The Operator will submit to the Technical Services Provider on or before  15 March each year a preliminary description of projects to be included under  budget item 98 and 99 for the next year and a forecast for the three succeeding  next years.

### 6.2 Proposed  work programs and budgets

The Technical Services Provider shall on or before the first  day of September in each Year submit to the Operator its proposed work programs  and budgets for the succeeding Year and forecast for work programs and budgets  in each of the next three succeeding years. Following this submittal there  shall be a meeting between the Technical Services Provider and the Operator  where the preliminary proposals shall be reviewed. On or before the 20th of  September in each Year, the Technical Services Provider shall submit to the  Operator its final proposed work programs and budgets for the succeeding Year,  and forecast for work programs and budgets in each of the next three succeeding  years. The Operator will submit to the Technical Services Provider on or before  10 August each year a final description of projects to be included under budget  item 98 and 99 for the next year and a forecast for the next three succeeding  years.

### 6.3 Approval  of budgets and release of budget funding

The proposed work programs and budgets shall be subject to  consideration, revision and approval by the Operator. Not later than the 10th  of December in each Year, the Operator shall approve the work programs and  budgets and release budget funding for the succeeding year. For specific  activities release of funding may be deferred to a later stage as decided by  the Operator.

### 6.4 Changes to approved work programs and budgets

During the budget year new budget items and revisions to  approved work programs and budgets may be presented by the Technical Services  Provider. Following approval by the Operator the work programs and budgets  shall be revised accordingly.

During the budget year new budget items and revisions to  approved work programs and budgets may be presented by the Operator. If such  new budget items or revisions require substantial increased resources from the  Technical Services Provider as compared to the resource requirements under the  prevailing budget, the request shall be subject to the Technical Services  Provider’s approval. Following agreement between the Parties the work programs  and budgets shall be revised accordingly.



### 6.5 Structure and content of the budgets and monthly  financial reporting

The following items for budgets and monthly reporting shall  be applied; however, the Operator may decide that the items shall be identified  in further detail.
Budgets and monthly reports shall be specified in the  following items:

OPERATING COSTS

1.0       Terminals
  1.1       Kårstø Plant
  1.2       Kollsnes  Plant

2.0       Platforms 
  2.1       Draupner
  2.2       Other  platforms

3.0       Pipelines

4.0       General  administration (TSP)

6.0       PROJECT –  PREOPERATIONAL COSTS
  6.x       Project X

9.0       OTHER COST
  9.1       Electricity  (gas processing plants)



OPERATING INVESTMENTS

10.0     Terminals
  10.1     Kårstø Plant
  10.2     Kollsnes Plant

11.0     Platforms
  11.1     Draupner
  11.x     Platform x

12.0     Pipelines



14.0     INVESTMENTS
  14.x     Project X

15.0     DECOMMISSIONING  COSTS
  15.x     Project X
  98.0     OTHER  ACTIVITIES 1
  98.x     Project X  within the Transportation System initiated by the Operator and where TSP  services are required.

99.0     OTHER  ACTIVITIES 2 
  99.x     Project X  initiated by the Operator and financed by others than the Joint Ventures, and  where TSP services are required.

### 6.6 Structure and content of the settlement report  for budget items 1-98 (“TSP Invoice”)

The following items for the TSP Invoice shall be applied  provided that the Operator may decide that the items shall be identified in  further detail.

TSP Invoice shall contain the following items:



|Item                                      | Definition/Description                                                                                                                                                                                                                                                                                                                                                                                    
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. Investments                            | This phase begins when a decision of concept selection    have been taken                                                                                                                                                                                                                                                                                                                                 
|5.1 Project investments                   | Project investments concerns investments in new facilities    that will increase the capacity of the Transportation System.                                                                                                                                                                                                                                                                               
|5.1.1 Project X                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|5.2 Operating investments                 | Operating investments are permanent investments that;
      substantially improve the process and thereby    substantially lower the operating cost
      enhance safety and prevent/reduce future pollution of the    environment 
      This will normally be investment in equipment that have    been put to use (after the project investment was made) and that are not    classified as maintenance
|5.2.1 Part project X                      |                                                                                                                                                                                                                                                                                                                                                                                                           
|6. Operating cost                         | This phase begins when the relevant part of the    Transportation System starts normal operation.                                                                                                                                                                                                                                                                                                         
|6.1 Operation preparation                 | Activities related to recruiting, training and preparing    the operating organization for taking over the part of the Transportation    System and perform the operation.
      Start-up activities related to the testing of a facility    are not included as part of preparations for operation.                                                                                                      
|6.2 Operating cost and support activities |                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.1 Operation                           | All work that is directly attributable to operation of a    part of the Transportation System. This mainly comprises operating activities    on the offshore/onshore facilities, as well as costs such as support    activities from land and chemicals.                                                                                                                                                  
|6.2.2 Maintenance                         | All maintenance activities related to the Transportation    System. These mainly comprise inspection, status check, preventive and    corrective maintenance, surface maintenance, as well as maintenance support.                                                                                                                                                                                        
|6.2.3 Not in use                          |                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2.4 Modification                        | Activities related to extension or modification of the    Transportation System. Change projects and reconstruction that are neither    maintenance nor an operating investment are included.                                                                                                                                                                                                             
|6.2.5 Subsea operation and maintenance    | All operating and maintenance activities related to subsea    facilities, including inspection and contingency costs for the subsea    facilities.                                                                                                                                                                                                                                                        
|6.2.6 Platform Services                   | Costs related to the accommodation/catering on the    platform and any other support services on the platform, as appropriate.                                                                                                                                                                                                                                                                            
|6.2.7 Administration                      | Costs related to management, direct and indirect    administration of operative organization, e.g. TSP manager, economy,    personnel and IT.                                                                                                                                                                                                                                                             
|6.2.8 HSE                                 | Activities related to HSE work as well as specific HSE    projects.                                                                                                                                                                                                                                                                                                                                       
|6.3 Logistics                             |                                                                                                                                                                                                                                                                                                                                                                                                           
|6.3.1 Maritime operation                  | Operating activities related to vessel operations, with    the exception of standby vessels which are attributed to item 6.3.4. Vessel    costs included in the report will comprise supply vessels, storage vessels,    special assignment/support vessels and anchor handling, as well as    consequential costs and administration of vessels.                                                         
|6.3.2 Air transport                       | Transport services between helicopter bases and    installations as well as shuttling between installations. Costs relating to    SAR (Search and Rescue) and ambulance transport are attributed to item 6.3.4.                                                                                                                                                                                           
|6.3.3 Supply bases                        | Costs related to the operation of bases such as area,    rents, personnel, etc., as well as any transport to and from bases.                                                                                                                                                                                                                                                                              
|6.3.4 Preparedness                        | Vessel and helicopter costs related to operative    preparedness. Installation specific standby vessels, any share of area    standby vessels and consequential costs related to such vessels. SAR    helicopter (Search and Rescue) and ambulance transport.                                                                                                                                             
|6.4 Processing cost                       | Terminal cost.                                                                                                                                                                                                                                                                                                                                                                                            
|7 Operating income                        | Tariff income                                                                                                                                                                                                                                                                                                                                                                                             
|8 Abandonment                             |                                                                                                                                                                                                                                                                                                                                                                                                           
|8.1 Shut-down                             | Preparation for abandonment and removal and other    abandonment of parts of the Transportation System.                                                                                                                                                                                                                                                                                                   
|8.1.1 Part project                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|8.2 Removal                               | Physical removal of facilities                                                                                                                                                                                                                                                                                                                                                                            
|8.2.1 Part project                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|9 General cost                            |                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1 Not in use                            |                                                                                                                                                                                                                                                                                                                                                                                                           
|9.2 Not in use                            |                                                                                                                                                                                                                                                                                                                                                                                                           
|9.3 Environmental taxes                   | Costs related to the emission of defined substances    harmful to the environment, e.g. CO2 duty and other environment taxes                                                                                                                                                                                                                                                                              
|9.4 Other taxes and duties                | Other taxes and duties that are not defined by other    items, e.g. property tax                                                                                                                                                                                                                                                                                                                          
|5 R&D                                     |                                                                                                                                                                                                                                                                                                                                                                                                           
|9.6 General Management                    | To be further discussed, subject to Gassled approval                                                                                                                                                                                                                                                                                                                                                      
|9.7 Not in use                            |                                                                                                                                                                                                                                                                                                                                                                                                           
|9.8 Financial costs                       | Financial costs such as exchange gains and losses and    interest                                                                                                                                                                                                                                                                                                                                         
|9.9 Restructuring costs                   | Costs related to workforce reductions and severance pay in    connection with reorganization processes in the company                                                                                                                                                                                                                                                                                     

### 6.7 Structure and content of the settlement report  for budget items 99

Budget item 99 shall be invoiced as requested by the  Operator.

### 6.8 Project management

A master control estimate and master control plan shall be  created prior to the sanction of a project and shall be used for the management  and progress control of significant development and modification projects as  decided by the Operator. The master control estimate and master control plan  shall be updated twice a year. When updated, changes to the assumptions shall  be clarified and submitted to the Operator for consideration.

The applicable control estimate and control plan shall  represent the best estimate at the time of reporting.

The Technical Services Provider shall submit the updated  control estimate and control plan to the Operator together with an analysis of  opportunities for added value/cost reductions and potential risks, which may  influence the planned target achievements.

## 7 Budget overrun and expenditure not specifically  approved

### 7.1 Budget  overrun

In carrying out an approved work  program,  the Technical Services Provider  may exceed a budget item by up to ten per cent (10 %). A budget item means each  of the most detailed items in article 6.5. None of the budgets (operating  costs, operating investments, investments and decommissioning costs) may be  exceeded by more than the lower of five per cent (5 %) or NOK 200 million  during a year. The Technical Services Provider shall immediately report to the  Operator all expenditures resulting in an overrun of the released budgets.

### 7.2 Emergency  expenses

The Technical Services Provider may in cases  of emergency and if critical incidents occur, incur on behalf of the Operator,  expenses which the Technical Services Provider considers necessary for the  protection of life, health, property or for the prevention of pollution or to  minimize the consequences of such events. The Technical Services Provider shall  promptly notify the Operator of the amount of expenditures and commitments for  expenditures so made and incurred.

## 8 Contract procedure

### 8.1 Purchasing

Purchasing of goods and services for  activities hereunder shall be in accordance with the laws and regulations  pertaining to the use of goods and services and as the principal rule be based  on competitive bidding.

### 8.2 Tender  invitations

The Technical Services Provider shall upon  request send a copy of the invitations for tenders to the Operator.

### 8.3 Contracting

The Technical Services Provider shall submit  to the Operator, for review and approval, the procurement strategy, bidders  list and proposed contract award concerning significant purchasing of goods and  services. The contracting strategy shall include principles with regard to  securing the patent rights of the Joint Venture(s), inventions or user rights  to the fullest extent possible.

### 8.4 Approval  thresholds

The Operator and the  Technical Services Provider shall establish budget
limits for each Joint Venture individually and/or for the  Services jointly in order to identify thresholds for values of bids, contract  values etc. above which a review and approval of the Technical Services  Provider's procurement strategy, bidders list and contract award is to be  performed by the Operator.

## 9 Costs  and accounting

### 9.1 Provision  of funds

The Operator shall provide the funds  necessary to cover all expenses and liabilities which are incurred by the  Technical Services Provider according to approved work programs under this  Agreement. Request for and  payment of such funds shall be made according to the Accounting Procedure.

### 9.2 Accounting

The Technical Services Provider shall keep accounts for all  activities under this Agreement in accordance with laws and regulations and accounting  practice as applicable and with the provisions in the Accounting Procedure. The  accounts shall be so kept that the Operator may supervise the Technical  Services Provider's activities.

Further provisions regarding the Technical Services  Provider’s keeping of accounts are specified in the Accounting Procedure.

## 10 Materials and intangible property

The Operator shall on behalf of the Joint Venture(s) own all  assets and rights of any kind that have been or will be acquired and/or  developed under the performances of the Services.

## 11 Confidentiality

11.1 The Technical Services Provider shall not disclose information  obtained as a result of its performances under the Agreement in any way, either  directly or indirectly to any person, legal or natural, without the prior  written consent of the Operator, except
  to Affiliated Companies and to legal advisors, consultants and contractors  engaged in order to perform work related to the activities hereunder, to the  extent they need to receive such information for the purpose of the performance  of work related to the Services, or in any other way make known plans,  programs, maps, records, technical and scientific data or any other information  relating to technical, financial or commercial activities under this Agreement.  The Technical Services Provider undertakes that each such legal advisor,  consultant or contractor, prior to the disclosure, will undertake written  confidentiality obligations at least as restrictive as herein contained but  excluding the exceptions set out in this article 11 and the Technical Services  Provider  shall thereafter take  reasonable precautions to observe that such legal advisor, consultant and  contractor comply with the obligations provided herein. The above-mentioned  obligation shall not restrict the right of the Technical Services Provider to  use or disclose information which:

a) at any time is or thereafter becomes public knowledge  or literature through no act or omission by the Technical Services Provider; or

b) was acquired independently from a third party entitled  to disseminate such information at the time it is received by Technical  Services Provider.

However, the Technical Services Provider shall have the  right to disclose to stock exchanges, courts, regulating authorities and  governments such information as it, or an Affiliated Company, is required by  law or by the rules of the relevant stock exchange to disclose.

11.2 The Operator shall not disclose information obtained  as a result of its performances under the Agreement in any way, either directly  or indirectly to any person, legal or natural, which may affect the shareholder  value or the overall business operation of the Technical Services Provider or  its Affiliated Companies.

The above-mentioned obligation shall not  restrict the right of the Operator to use or disclose information which:

a) at any time is or thereafter becomes public knowledge  or literature through no act or omission by the Operator; or

b) was acquired independently from a third party entitled  to disseminate such information at the time it is received by the  Operator.

11.3 The confidentiality obligation under articles 11.1  and 11.2 shall also apply to information provided under the Technical Services  Agreement entered into between Gassco AS and Statoil ASA dated February 27,  2002 as amended.

## 12 Force Majeure

The obligations of each of the Parties hereunder (other than  any obligation to make a payment for due commitments previously incurred) shall  be suspended in case of force majeure in accordance with Norwegian law. (For  the sake of good order, such force majeure may also comprise failure of  machinery.) In such event, such Party shall give notice of suspension as soon  as practicable to the other Party, stating the date and estimated duration of  such suspension and the cause thereof. A Party whose obligations have been  suspended as aforesaid shall use its reasonable endeavours to remove the cause  of such suspension and to resume the performance of such obligations as soon as  reasonably practicable after the removal of the cause and shall so notify the  other Party provided always that the Party shall not be obliged to settle any  industrial dispute except in such manner as it shall, in its own judgment,  think fit.

## 13 Notices

### 13.1 Delivery and receipt of notices

Notices or other communication between the Parties in  relation to matters pertaining to this Agreement, including other matters than  those set out in article 13.2, shall be in writing and may be given by  delivering the same by hand or by sending the same by prepaid first class post,  telefax or electronic communication to such relevant address, telefax number or  electronic communication address as any Party may give in writing, from time to  time, to the other Party in accordance with this article 13. Any such notice,  given as aforesaid, shall be deemed to have been given or received at the time  of delivery if delivered by hand, at the time at which confirmation of  successful delivery is received if sent by electronic communication and on the  fifth (5th) Business Day following the day of sending if sent by prepaid first  class post. Copy of any notice sent by telefax shall be sent by post as soon as  practical, and such copy of the notice shall be deemed to have been received on  the fifth (5th) Business Day following the day of sending such copy if sent by  prepaid first class post. The use of electronic communication for transfer of  documents, shall at all times be in accordance with internationally recognised  standards as may be adopted by the Parties. The chosen standard shall enable  the use of digital signatures or similar electronic safety device, encryption,  filing and retrieving.

Notices shall be in the Norwegian or English language. They  shall always be addressed to the Parties' latest notified business address.

### 13.2 Operational communications

Communication on operational matters between the Parties  shall be provided to a person nominated by each Party as a single point of  contact for such matters. The Parties may, however, agree upon alternative or  additional procedures in respect of such communication.

## 14 Financial, HSE and technical audits

### 14.1 Right  to audit

The Operator, any party authorized by the Operator and  representatives of the owners of the Transportation System, shall upon thirty  (30) days notice, have the right to audit the Technical Services Provider and  its subcontractors’ management system, to perform supervision, inspection or  audit on the Transportation System and any office, all accounts, records, other  relevant documentation, agreements and data used by the Technical Services  Provider or its subcontractors and to verify that procedures and routines of  the Technical Services Provider in regard to the tasks and duties of the  Technical Services Provider and its subcontractors under this Agreement are  followed, when performing their duties according to this Agreement.

### 14.2 Right  of access

The Technical Services Provider shall give the Operator, any  party authorized by the Operator and representatives of the owners of the  Transportation System, access to the Transportation System and any office, all  operational accounts, records, procedures and routines, other relevant  documentation and data used by the Technical Services Provider or its  subcontractors, when performing its duties according to this Agreement, for the  purpose of supervision, inspection or audit.

### 14.3 Audit  period

The Operator’s right to audit the accounts of the Technical  Services Provider covers the years including and following the year in which  this Agreement is signed. Such audits must be conducted within the twenty-four  (24) month period following the end of the year in question provided, however,  that the Operator must take written exception to and make claim upon the  Technical Services Provider for all discrepancies disclosed by said audit  within said twenty-four (24) month period.

After each audit the Parties shall make every effort to  resolve all outstanding claims. A written report shall be sent to the Technical  Services Provider within three (3) months of the conclusion of the audit. It  shall include a summary of all issues reviewed by the auditors with relevant  comments to the handling of accounts and vouchers. Before the written report is  sent to the Technical Services Provider unresolved matters shall be dealt with  in writing and in at least one meeting. The Technical Services Provider shall  give a written reply to the report within three (3) months of the receipt  thereof.

Adjustments as a consequence of an audit shall be  debited/credited interest in accordance with the Accounting Procedures, but  without interest margin. The interest shall accrue from the day the  debit/credit was made, or if this day is unclear, from the 1st of July in the  year of debit/credit, until the day the correction is debited to the  operation.

### 14.4 Audit  teams

The Operator shall at its own expense appoint an audit team  comprising of qualified representatives to conduct financial audits and not  more than four (4) qualified representatives to conduct technical and  operational audits.

### 14.5 Unsettled audit claims and audit of standard  rates for Affiliated Companies

Unsettled audit claims older than nine (9) months shall be  dealt with at an Operator/Technical Services Provider management meeting.

Standard rates for personnel of and services provided by  Affiliated Companies that are charged directly shall not be subjected to a full  audit. The Technical Services Provider state authorized public accountant shall  present an attestation that such rates are cost based and in compliance with  the provisions and principles of this Agreement.

To the extent Affiliated Companies carry out and are  responsible for substantial activities that are chargeable to the Services,  such costs shall be fully auditable.

### 14.6 Minimal  disturbance

Every reasonable effort shall be made to conduct audits  during normal office hours in a manner which will result in a minimum of  inconvenience to the Technical Services Provider, its subcontractors and the  Services. The Operator and the owners of the Transportation System shall make  every reasonable effort to coordinate their audits so as to minimize the number  of audits.

## 15 Termination

### 15.1 Termination without cause

Each Party shall have the right to terminate Services under  the Agreement in whole or in part upon giving a twelve (12) months prior  notice.

From the effective date of this Agreement the Technical  Services Agreement entered into between the Parties on February 27, 2002 as  subsequently amended shall terminate. Any rights and obligations accrued under  the Technical Services Agreement dated February 27, 2002 which are not  fulfilled at the effective date of this Agreement, shall be handled under this  Agreement.

Articles 5.1, 11 and 17 shall survive the termination of  this Agreement.

### 15.2 Termination due to specific cause

The Operator shall have the right to terminate this Agreement without prior notice if;

15.2.1 the Operator ceases to be operator of the Transportation System or all essential parts of the Transportation System; or

15.2.2 an effective resolution is passed for the dissolution, liquidation or winding up of the Technical Services Provider other than for the purpose of an amalgamation or reconstruction; or

15.2.3 the Technical Services Provider becomes insolvent or makes an assignment for the benefit of creditors; or

15.2.4 a receiver or administrator is appointed or an encumbrancer takes the possession of the whole or a material part of the assets or undertaking of the Technical Services Provider; or

15.2.5 the Technical Services Provider is in fundamental breach of its obligations under this agreement. Prior to any termination pursuant to this article 15.2.5, the Operator shall notify the Technical Services Provider in writing of its intention to terminate the Agreement on the reason of such breach and give the Technical Services Provider a time limit of not less than one (1) month to rectify the breach.

### 15.3 Prolonged  term of the Agreement

After the effective date of its resignation or removal, the  Technical Services Provider shall, if so requested by the Operator, continue as  acting Technical Services Provider until the party replacing it is in a  position to take charge of the Services, provided that in no event will the  Technical Services Provider be required to continue so to act for more than six  (6) months after such date.

### 15.4 Hand-over

Upon the effective date of its resignation or removal, the  Technical Services Provider shall hand over or deliver to, or relinquish  custody in favour of the Operator or any other party nominated by the Operator  to succeed the Technical Services Provider, all Transportation System, all  property and all books, records and inventories required for the Services. The  Technical Services Provider shall further use its reasonable endeavours to  transfer to the aforesaid person, effective as of the effective date of such  resignation or removal, its rights as Technical Services Provider under all  contracts exclusively relating to the Services and the aforesaid person shall  assume, comply with and fulfill all obligations of the Technical Services  Provider thereunder. Pending such transfer and in relation to all other  contracts relating to the Services (to the extent such so relate), the  Technical Services Provider shall hold its rights and interests as the  Technical Services Provider from such effective date for the account and to the  order of the aforesaid person and the Operator shall, with effect on and from  such effective date, indemnify and hold harmless the Technical Services  Provider from any and all obligations there under.

### 15.5 Transfer  audit and settlement of costs

As soon as practicable after the effective date of the  resignation or removal of the Technical Services Provider, the Operator shall  audit the accounts of the Technical Services Provider pertaining to the  activities under this Agreement and conduct an inventory of the Transportation  System and property, and such inventory shall be used in the return of and the  accounting for the said Transportation System and property by the Technical  Services Provider which has resigned or been removed. All costs and expenses  incurred in connection with such audit and inventory, except due to reasons  outlined in sub-clause 15.2.5, shall be for the Operator’s account. The  Technical Services Provider, which has resigned or been removed for reasons  other than as outlined in sub-clause 15.2.5, shall also be entitled to charge  to the Operator such other costs and expenses as may reasonably be incurred in  connection with and/or as a result of the change of operatorship. These costs  and expenses shall be approved by the Operator, such approval not to be  unreasonably withheld.

## 16 Assignment

### 16.1 Assignment to Affiliated Company

The Technical Services Provider  shall only be entitled to assign its rights and duties under this Agreement to  an Affiliated Company.

If the Technical Services Provider intends to assign its  rights and duties under this Agreement, it shall give notice to the Operator of  its intention to do so, and shall give all relevant details of the terms and  conditions of such proposed assignment.

Assignment according to this article 16 shall be conditional  upon the approval of the Operator, which shall not be unreasonably withheld.

The Operator may assign all or part of its rights and  obligations to an Affiliated Company subject to prior written notice to the  Technical Services Provider, and provided that the assignor shall remain liable  for the proper performance of the assignee of all the obligations hereunder.

### 16.2 Assistance to assignee

Upon assignment of rights and duties under this Agreement,  the Technical Services Provider shall provide the assignee with all  information, training, know-how and any other kind of assistance necessary in  order for the assignee to be able to perform the duties under this Agreement.  The Technical Services Provider shall be responsible for introducing the  assignee to its duties under the Agreement in a way that is satisfactory to the  Operator, and the Technical Services Provider shall provide the assignee with  necessary assistance for one year after the assignment has taken place.

## 17 Applicable law and jurisdiction

This Agreement shall be governed by and construed in  accordance with Norwegian law.

The Parties accept that any controversy or dispute that may  arise in connection with or as a result of this Agreement, and which cannot be  resolved by mutual agreement between the Parties, shall be referred to  resolution by the ordinary Norwegian courts of law, with Haugaland District  Court as legal venue, unless the Parties agree to refer the matter to  arbitration in accordance with the Norwegian Act of 14 May 2004 No 25 (“Lov om  voldgift”). 
              
  Documents and statement shall be allowed both in the  Norwegian and English language in any procedure involving arbitration, and  shall not be objected to by the Parties in procedures before the ordinary  courts of law. Translation thereof shall be at the expense of the Party  requiring such translation.



## APPENDIX 1

## TO ATTACHMENT 2

## GENERAL TERMS AND CONDITIONS

## 

## ACCOUNTING PROCEDURES



**Table of Contents**1.      GENERAL PROVISIONS1.1.       Definitions1.2.       Cash   requirements and advances1.2.1.        General   provisions1.2.2.        Default   interest1.2.3.        Interest   on cash balances1.3.       Invoice   and Statements1.3.1.        General   provisions1.3.2.        Interest   on recalculations1.3.3.        Corrections1.3.4.        Termination   of Transportation System2.      CHARGES   TO THE ACCOUNT2.1.       Direct   charges2.1.1.        Procurement   of goods and services2.1.2.        Personnel2.1.3.        Pension   and common pension increment2.1.3.1.         Debiting   of the pension increment2.1.3.2.         Calculation   of the Pension Increment2.1.3.3.         Early   retirement schemes2.1.3.4.         Transitional   arrangement2.1.4.        Material   and services from Technical Services Provider, or Affiliated Companies2.1.5.        Damages   or losses to Property2.1.6.        Insurance2.1.7.        Legal   expenses2.1.8.        Taxes,   duties and fees2.1.9.        Offices,   bases and miscellaneous facilities2.1.10.      Execution   of abandonment decisions2.2.       Indirect   Costs2.2.1.        Indirect   Costs are those related to organisational units/functions that by their nature   are indirect, e.g.:2.2.2.        General   Research and Development2.2.3.        Corporate   Staff and Corporate Management3.      CREDITS   TO THE ACCOUNT3.1.       Sale   and return of Material3.2.       Insurance4.      OTHER   PROVISIONS4.1.       Inventories4.2.       Miscellaneous   provisions

## 1. GENERAL PROVISIONS

These Accounting Procedures are  made a part of the Technical Services Agreement

(“the Agreement”) as Appendix 1 to  its Attachment 2 (General Terms and Conditions).

It is the intent that none of the  Parties shall experience any gain or loss at the expense of or to the benefit  of the other Party.

## 1.1. Definitions

The definitions in the Agreement  shall apply also to this Appendix. In addition, the following definitions shall  apply:

a) “Account” shall mean the account maintained by the  Technical Services Provider to record all the charges and credits relative to  the Services and payable by the Operator.

b) “Agreement Concerning Petroleum Activities” shall mean  the agreement applied for joint operations related to the petroleum production  licenses developed by the Ministry of Petroleum and Energy.

c) "Controllable Material" shall mean material  which in the petroleum industry usually is subject to record, control and  inventory.

d) "Corporate Management" shall mean those  members of Statoil ASA’s  top management  or, as appropriate, Affiliated Companies' top management that is directly  engaged in the Services from the Technical Services Provider.

e) “Corporate Staff” shall mean the following of the  Corporate Management’ staff activities: accounting and economics, tax,  information technology, internal and external information,  health/safety/environment, finance, insurance, internal audit and human  resource/organization.

f) "General Research and Development" shall mean  projects that are carried out by or under the direction of the Operator. The  projects shall be beneficial to the operation of the Transportation System(s)  and charged to the Operator.

g) "Indirect Costs" shall mean costs that can  not be directly charged.

h) “Industry Forum” shall mean the forum described in the  Agreement Concerning Petroleum Activities.

i) "Internal Book-keeping Rates" are rates  established by the Parties for use in conversion of foreign currencies into  Norwegian Kroner (NOK).

j) "Material" shall men all equipment and  supplies acquired for the Services under the provisions of the Agreement.

k) “Pension Age”: The age that gives the entitlement to a  retirement pension according to the National Insurance Act unless a lower  pension age has been implemented by the Technical Services Provider provided  this is not lower than permitted by the Act relating to Occupational Pension  Schemes or any corresponding relevant legislation or regulation (at the  entering into of this Agreement, such age is 67 years for land based personnel  and 65 years for offshore based personnel working on the Norwegian Continental  Shelf.)

l) “Pensionable Salary” shall mean the sum of paid salary,  wages and remuneration comprised by item 2.1.2.a) and 2.2.1 and which is  pensionable salary to the employees of the Technical Services Provider.

m) "Property" shall mean Equipment and Material  acquired for the Services under the provisions of the Agreement.

“Internal Book-keeping Rates” and  all references to Norwegian Kroner in items 1.3.1 and  1.3.3 shall also include a reference to Euro  as applicable.

### 1.2. Cash  requirements and advances

**1.2.1. General  provisions**

At least 12 days prior to the  beginning of each month, the Technical Services Provider shall submit to the  Operator a 3 month forecast, specified by month, of estimated cash  requirements. Upon request, the Technical Services Provider shall endeavour to  provide such forecast within the 12th day of each month.

Upon request, the Operator shall  advance estimated cash requirements for the following month. The Technical  Services Provider shall submit written request for advances at least 20 days  prior to the due date. The due date shall be set by the Technical Services  Provider, but shall be no sooner than the first Business Day of the month for  which the advances are requested. Notwithstanding item 1.2.3, the Technical  Services Provider shall avoid accumulating unnecessary cash balances from cash  advances.

To avoid build-up of positive cash  balances, substantial cash advances shall be divided into two or more payments  to coincide with disbursements.

The forecast and the request for  cash advances shall specify the currencies in which advances are to be made.  The Technical Services Provider shall request advances in those currencies in  which major payments are to be made.

If the advance payments prove  insufficient, the Technical Services Provider may make written requests for  additional advances. Such requests shall state which expenditures the  unpredicted payments refer to. The due date shall be set by the Technical  Services Provider but shall at the earliest be set at 8 Business Days after the  receipt of the request.

If the actual monthly need for  cash proves to be significantly less than the advances called for, the  Technical Services Provider shall refund the excess amounts as soon as  possible, unless the Parties agree to transfer the amount to the following  period.

The Technical Services Provider  shall each month state the difference between the cash advances and the actual  payments in each currency and the next request for advances shall be adjusted  accordingly.

If the Technical Services Provider  has made no request for advance payments, the Operator shall pay the actual  monthly payments within 15 days after receipt of the Technical Services  Provider s’ invoice with request for payment.

**1.2.2. Default  interest**

Payments of advances or invoices  shall be made on or before the due date thereof. If they are not paid, the  unpaid balance shall bear interest, calculated for each month or for a  proportional period thereof, in accordance with the following:

Interest is due for the period  starting on and including the due date of payment and ending on, but excluding,  the value date for payment.

For NOK the interest shall be  calculated at an annual rate equal to one month's Norwegian Interbank Offered  Rate (NIBOR) as defined in item 1.2.3, as per the due date of payment, plus  three percentage points.

For Euro the interest shall be estimated at an annual rate equal to three month's EUROLIBOR, as quoted daily on Reuters page LIBOR 01 at 11 :00 A.M. London time, as per the due date of payment, plus three percentage points.

For foreign currencies interest  shall be at an annual rate equal to one month's London Interbank Offered Rate  (LIBOR) for the relevant currencies as defined in item 1.2.3 as per the due  date of payment, plus three percentage points.

If the rates for certain  currencies are not published by Financial Times, the rate quoted by the largest  bank at the clearing centre of the relevant currency shall be used as  reference.

**1.2.3. Interest  on cash balances**

Interest is to be credited/charged  on the Technical Services Provider daily cash balances with the Operator  (positive or negative). This interest credit/charge is to be calculated on the  Technical Services Provider’s internal accounts showing daily cash balances per  currency called and/or arising from the use of separate bank accounts.

Interest and other conditions  shall in principle correspond to the conditions that a company with a similar  cash flow would obtain in a first-class bank, but not less than those  corresponding to the interest obtained by the Technical Services Provider. The  following two alternatives shall be considered as equal:

ALTERNATIVE 1: 
  The rate of interest shall be  determined on a monthly basis and be linked to a relevant Interbank Rate:

Group 1: NOK :
  Negative cash balance NIBOR (3  month) + 1%
  Positive cash balance NIBOR (3  month) - 1%

Group 2: Others (for example USD,  GBP)
  Negative cash balance LIBOR (3  month) + 0.5%
  Positive cash balance LIBOR (3  month) - 0.5%.

Group 3: Euro
  Negative cash balance EUROLIBOR (3  month) + 0.5%
  Positive cash balance EUROLIBOR (3  month) - 0.5%

NIBOR is defined as:

A representative monthly average for 3 months' "Norwegian Interbank Offered Rate" as quoted by Reuters page NIBP at 12:00 noon. For the day or days when such rates are not available three months' NffiOR from Den norske Bank, Oslo, quoted the day before the relevant day of quotation, shall be used. If the above-mentioned NffiOR quotations are based on 365/360 days, the rate shall be multiplied by the fraction 365/360 to reflect the Norwegian principle of calculating the interest rate in 360/360 or 365/365 days. In calculating the monthly average, quotations given with four decimals shall be used.
  LIBOR/EUROLIBOR is defined as:

A one month average of this month  for three months’ “Euro Currency Interest Rate” as quoted by Reuters page LIBOR  01 at 11:00 A.M. London time. For the day or days when such rates are not  available, three months’ LIBOR for the currency in question from Chase Manhattan  Bank, London, quoted the day before the relevant day of quotation, shall be  used. In calculating the monthly average, quotations given with four decimals  shall be used.
  The above-mentioned rate of interest shall be amended if there is a discrepancy  between the base of the interest rate and the calculation principles regarding  the days of interest.
  ALTERNATIVE 2:

If the Technical Services Provider  has established separate bank accounts for the services, the interest  earned/paid by the Technical Services Provider shall be allocated to the  Operator. 
  The calculation of interest shall be based on the Technical Services Provider’s  daily cash balances with the Operator, or on the basis of an average cash  balance calculated for each month, or on the basis of formulas reflecting the  build-up of daily cash balances, and on the quarterly balance. The amount of  interest shall be booked and specified under "Financial items" in the  invoice, no later than the month after the expiry of the period. The value date  of such entry shall be no later than the first day in such month.

### 1.3. Invoice  and Statements

**1.3.1. General provisions**

The Technical Services Provider’s  invoice and statements shall be established in compliance with Norwegian laws  and regulations and in compliance with recommended accounting practice. The  Technical Services Provider shall also furnish the Operator with such other  information as it may reasonably request.

The Technical Services Provider  shall furnish the Operator with a chart of accounts and a brief description of  its accounting procedures. The Operator shall be informed of significant  amendments thereto.

On conversion of foreign currency  expenditures to Norwegian kroner, the Technical Services Provider is entitled  to use Internal Book-keeping Rates, based on quotations from the Central Bank  of Norway (Norges Bank) or other quotations as proposed by the Operator and  approved by the owners of the Transportation System(s).

When the Technical Services  Provider makes cash-calls in foreign currencies, Internal Book-keeping Rates  shall be used for receipt and disbursement of such currencies. When Internal  Book-keeping Rates are changed, the NOK value of the balance in other  currencies is to be adjusted. To facilitate control, adjustment of Internal  Book-keeping Rates should only be done at the end of the month.
  Payments in foreign currencies which have not been called by the Technical  Services Provider shall be booked at the actual rate as charged by the bank. If  payments are made from the Technical Services Provider’s own currency accounts,  payments are to be booked at the bank's selling rate as quoted by the Central  Bank of Norway (Norges Bank) or other quotation, as proposed by the Technical  Services Provider and approved by the Operator, two Business Days prior to the  value date.
  The difference in NOK between the amounts charged to expenses and amounts paid  in foreign currencies and converted to Norwegian Kroner in accordance with the  Internal Book-keeping Rates shall be debited or credited by the Technical  Services Provider to an exchange gain or loss account.
Within 15 days of the end of each month the Technical Services Provider shall  furnish the Operator with the settlement report (“TSP Invoice”) containing the  information listed below. If this time limit proves too short, the Technical  Services Provider shall immediately make a cost estimate for each budget group  and forward this to the Operator.

a) A statement of expenditures showing all charges and  credits to the Account, summarised by appropriate classifications, indicating  the nature thereof and including the total amount of provisions and accruals  separately identified. This statement shall also contain accumulated figures  from the beginning of the year. For investments accumulated figures from commencement  of the investments shall be given.

b) A statement showing the liabilities and receivables.

c) Detailed specifications of unusual charges and credits,  including audit adjustments to be separately identified.

d) Information concerning the exchange rates applied.

e) A statement showing drawdowns on joint export credits  paid directly to suppliers of goods and services, if applicable.

**1.3.2. Interest on recalculations**

If the Technical Services Provider  charges/credits the Operator with recalculations from a previous year, the  Operator shall be charged/credited interest on these. The interest shall be  calculated from the time it should have been charged/credited, or from 1 July  of that year, until the time when the interest is charged/credited the  Operator. The rate of interest shall be equal to the average of 3 months'  NIBOR, based on a representative 3 months' average, ref. item 1.2.3,  Alternative 1, but without any interest margin. Interest shall be recorded as a  financial item in the monthly statements.

**1.3.3. Corrections**

The Technical Services Provider  shall carry out corrections of debits/credits as soon as possible, and at the  latest within 24 months after expiration of the relevant financial year. The  interest shall be calculated from the point of time when it should have been  debited/credited, or from 1 July of that year, to the day it is  debited/credited the Account. The interest rate shall be equal to the average  of 3 months' NIBOR calculated in accordance with item 1.2.3, Alternative 1, but  without interest margin. Interest shall be recorded as a financial item in the  monthly statements.

**1.3.4. Termination of Transportation System**

After termination of operation /  abandonment of specific parts of the Transportation System, the Technical  Services Provider may only charge the Operator for expenses necessary in order  to abandon the activities. Unless otherwise agreed, this shall take place  within 6 months following the month of license termination. Debits/credits  stemming from post calculations, corrections or audits shall carry interest in  accordance with item 1.3.3 and be charged the Operator in a separate statement.

## 2. CHARGES TO THE ACCOUNT

All expenditures necessary to  properly conduct the Services shall be charged to the Account. The charges  shall be fair in relation to the nature and extent of the Services and shall be  properly documented.

The Technical Services Provider  shall each month make provisional charges for cost incurred, but not yet  booked. Such provisional charges shall be reversed the following month and  shall have no cash impact on the Parties.

Expenditures shall include, but  are not necessarily limited to:

### 2.1. Direct  charges

**2.1.1 Procurement of goods and services**

Material purchased and services  rendered by third parties for the Services shall be charged to the Account at  net amount invoiced after deduction of discounts and bonuses, including  transport to the relevant area and other related costs such as loading and  unloading, dock charges, insurance, duty and freight etc.

**2.1.2. Personnel**

a) Salaries and social cost of employees of the Technical Services Provider and its Affiliated Companies directly engaged in the Services, whether temporarily or permanently assigned. Social cost includes expenses incurred in accordance with law and tariff agreements, as well as other cost and allowances pursuant to common oil industry practice.

b) Transportation of employees as required in the conduct of the Services.

c) Relocation costs of employees of the Technical Services Provider and its Affiliated Companies under the Services to places where such operations are conducted. Relocation costs back to the place from where the employee was moved, except when, according to normal practice, such relocation costs will be attributable to other operations.

Such costs shall include transportation of employees' families and their personal effects and all other relevant relocation costs.

d) Before the Technical Services Provider may make any charge for restructuring cost, including the cost for retirement before pensionable age (“early retirement”) and severance pay, such charge shall be approved by the Operator. For the Operator’s evaluation the Technical Services Provider shall show the probable cost effect of the measures for the Services. To the extent the Technical Services Provider makes probable that the cost will entail cost savings for the Services, the Operator shall be obliged to approve the charge.

For those cases where the  Technical Services Provider makes probable that the activity shall cease or be  substantially reduced, and the Technical Services Provider proposes a necessary  restructuring as the consequence of this, the Operator shall be obligated to  approve the charge.

Restructuring cost shall be  charged as a discounted non-recurring amount. Charging may take place when a  binding agreement (s) has/have been entered into or when the employment of the  relevant employee(s) with the Technical Services Provider ceases.

If the restructuring concerns  several of the Technical Services Provider’s joint operations and the Services,  the cost shall be apportioned pro rata between the relevant joint operations’  accounts and the Account based on their relative share of the last three years  hourly charges.

**2.1.3. Pension and common pension increment**

**2.1.3.1. Debiting  of the pension increment**

The pension liability rests with  the Technical Services Provider as the employer. The Technical Services  Provider’s pension expenses shall be charged to the Operator according to this  item 2.1.3. With the exception of employer's national insurance contributions  and any implementation differences (item 2.1.3.2), restructuring costs (item  2.1.2.4) and early retirement (item 2.1.3.3) such charge shall be paid to the Technical  Services Provider that makes a cash call for a percentage increment of the  Pensionable Salary (the “Percent Add-on”). The Percent Add-on is the final  settlement of the accrued pension obligations covered by the Percent Add-on in  the period.

**2.1.3.2. Calculation  of the pension increment**

The Percent Add-on shall be  determined by the Industry Forum each year prior to 1 September for the  following year in accordance with the provisions of the Agreement Concerning  Petroleum Activities.

The employer's national insurance  contributions shall not be added to the Percent Add-on, but be charged according  to the cash principle.

A non-recurrent effect resulting  from a change in the accrued pension obligation (implementation difference) may  be debited/credited if the balance between the Parties is disturbed and this is  due to either:

- Amended legislation, or
- Changes in the tariffs related to mortality and  disability as determined by the Industry Forum.

The Technical Services Provider  shall also be entitled to debit/credit implementation differences during  statutory transitional periods prior to the mandatory coming into effect of  amended legislation. Before such debiting/charging may take place, the Technical  Services Provider shall submit a plan with a justification of debiting/charging  to the Industry Forum with a view to achieving agreement on the plan. Should  the members of the Industry Forum not reach agreement, the Technical Services  Provider may decide at which point in time in the transitional period the  implementation difference shall be debited/charged.
  The implementation difference shall be calculated by the Technical Services  Provider 's actuary and may be checked by the actuary associated to the  Industry Forum. The non-recurrent effect shall be calculated by the Technical  Services Provider and shall constitute the difference between accrued pension  obligation before and after the change.
In case provisions of the Agreement Concerning Petroleum Activities related to  pension determination is changed the Parties shall discuss and agree on the  effect of such change on this Agreement.

**2.1.3.3. Early  retirement schemes**

Costs related to:

i. Early retirement schemes based on a collective  agreement as defined in the Act relating to Labour Disputes (e.g. the early  retirement scheme agreed between the Norwegian Confederation of Trade Unions  and the Confederation of Norwegian Enterprise and other schemes for offshore  personnel based on similar age), or

ii. An early retirement scheme agreed as part of the  employee’s employment terms and which does not form part of a restructuring  process, or

iii. Individual cases due to illness or labour disputes

may be charged to the Services by the Technical Services Provider without any  special discussions with the Operator. The Account shall be charged with a  discounted non-recurring amount at the time when employment of the relevant  employee(s) with the Operator is terminated.

If the restructuring involves  several of the Technical Services Provider 's joint operations including the  Services, the costs shall be divided pro rata on the relevant joint operations’  joint accounts and the Account based on their relative share of the last 3  Years’ time writing.

**2.1.3.4. Transitional  arrangement**

In respect of employees of the Technical  Services Provider that when this Agreement enters into force have already  terminated their employment with the Technical Services Provider under a scheme  as stated in 2.1.3.2 above, the Technical Services Provider may charge the  Account with a discounted non-recurring amount.

2**.1.4. Material and services from Technical Services  Provider, or Affiliated Companies**

a) Material
  New Material (hereinafter referred to as Condition "1" Material)  transferred from stock or other operations shall be charged at average purchase  cost applicable at any time. Used Material (hereinafter referred to as  Condition "2" Material) suitable for reuse without reconditioning  shall be charged at 75% of the price for Condition "1" Material. Used  Material which cannot be classified as Condition "1" or Condition  "2" shall be charged at a price that commensurate with its use.
The average purchase cost for Material shall include the cost of buying and  storing such Material, as well as reasonable interest.

b) Services
Technical and other services such as, but not limited to, laboratory analysis,  drafting, geological and geophysical interpretation, engineering, research,  data processing and accounting for direct benefit of the Services shall be  charged to the Account at cost, provided such costs do not exceed those  currently prevailing if performed by outside service companies.

c) Equipment and facilities
Use of equipment and facilities shall be charged to the Account at rates that  include costs of maintenance and repairs, other operating expenses, reasonable  depreciation and interest on depreciated investment. Such rates shall not  exceed those currently prevailing in the area of operation. Calculation of  rates shall be documented and furnished upon request. If equipment and  facilities are used for other operations, the cost shall be allocated according  to the actual use in the period.

d) Mark-up
Subject to approval of the Operator, the Technical Services Provider can charge  a mark-up on services performed in case this is a legal/(tax) requirement in  foreign countries where services are provided through an Affiliated Company or  permanent establishment of the Technical Services Provider.

**2.1.5. Damages or losses to Property**

All expenses necessary for the  repair or replacement of damaged or lost Property shall be charged to the  Account and classified in a way that indicates the nature of the expense. If  such losses or damages are covered by joint insurance policies, insurance  settlements shall be credited accordingly.

The Technical Services Provider shall give the Operator as soon as practicable  written notice of any such damages or losses of importance.

**2.1.6. Insurance**

a) Net  premiums for insurance required by law or regulations or which have been agreed  with the Operator.

b) Actual  expenditures incurred in the settlement of indemnities which are not  recoverable from the insurance.

**2.1.7. Legal  expenses**

All costs or expenses involved in  handling claims and disputes arising in connection with the Services including  expenses for legal advice and other assistance in connection with the evaluation  of such claims and disputes, conciliation board proceedings and conduct of  cases. No charge in excess of NOK 250,000 for services rendered by the legal  staff of the Technical Services Provider for a single case may be accepted  without the prior approval of the Operator.

**2.1.8. Taxes,  duties and fees**

All relevant taxes, duties, fees  and governmental assessments of every kind and nature levied by the Norwegian  government, except income and capital taxes.

**2.1.9. Offices, bases and miscellaneous facilities**

Net costs of establishing and  operating any offices, sub-offices, operating bases, warehouses, housing and  other facilities also exclusively serving the Services. If facilities serve  operations unrelated to the Services, the net costs shall be allocated fairly between  the operations in accordance with normal distribution criteria.

**2.1.10. Execution of abandonment decisions**

Cost related to the execution of  an abandonment decision taken in accordance with the legislation applicable at  any time, including pre-engineering and administrative expenses.

### 2.2. Indirect  Costs

**2.2.1. Indirect Costs are those related to  organisational units/functions that by their nature are indirect, e.g.:**

- Corporate Management,

- support and staff functions such as economy and  finance, personnel, organisational, legal and joint service functions,

- indirect functions in operational departments,

- indirect costs of Affiliated Companies.

Moreover, costs can be indirect  according to their nature, and may include financing costs and depreciation,  office leasing and communications costs.
  Services rendered by the aforementioned or similar departments and which are  directly chargeable to the Services shall, as far as practicable, be charged as  direct costs in accordance with item 2.1.3 b) above.
  Charges shall be made pursuant to fair distribution methods. Some examples of  such methods are:

- according to direct time, applied to direct  personnel costs,

- according to direct Material consumption,  applied to direct Material costs,

- according to turnover ratios, including sliding  scale systems,

- other capacity and/or consumption-based  distribution methods.

Charges related to such distribution methods shall be calculated on the basis  of time and cost studies and be reviewed annually to verify that they  compensate the Technical Services Provider fairly for the charges they are  intended to cover. If the Technical Services Provider uses provisionally  budgeted hourly fees etc. for the charges throughout the year, and does a  recalculation the following year, see item 1.3.3, the recalculation shall be  finalised and charged/credited the Services including interest, preferably  within the first quarter of the following year, but by 1 June at the latest.
  In order to provide the basis for such an annual review the Technical Services  Provider shall provide the Operator with a current organisation chart together  with the basis for charging costs to the Account and an identification of those  sections of the organisation for which costs will be charged directly to the  Account under items 2.1.2, 2.1.3 b), and 2.1.8, and those sections of the  organisation that are covered by charges under this item 2.2.

**2.2.2. General Research and Development**

The Technical Services Provider  may through the dealing with programs and budgets, propose to the Operator  General Research and Development activities which may serve to improve or  safeguard the integrity or profitability of the Transportation System. Such  proposals may include costs for pre-studies of General Research and Development  activities.

**2.2.3. Corporate Staff and Corporate Management**

The Technical Services Provider's  cost for Corporate Management and Corporate Staff may be charged to the Joint  Account with 0.65 % of the annual costs for operation and development of the  Transportation System, less electricity cost at processing plants and any CO2  duty and NOX duty paid by the Technical Services Provider.
  The percentage shall cover the Technical Services Provider's Corporate  Management and Corporate Staff cost to the extent that Corporate Management and  Corporate Staffs perform work of a general nature for the Technical Services  Provider. The activities covered by the percentage shall comprise the Corporate  Management and Cooperate Staff’s cost related to the preparation and  maintenance of management documentation and procedures covering the corporate  group as well as services that are not covered by item 2.2.3 fourth paragraph.  The percentage shall cover internal services as well as services bought  externally.
  The expenses covered by the percentage shall not be subject to any audit.
  Services of an extraordinary nature which are beneficial to one or several  Joint Ventures within the scope of this Agreement shall be chargeable directly  to the relevant Joint Ventures in addition to the percentage. If the expenses  for services of an extraordinary nature are known at the time when the  Technical Services Provider submits the budget proposal for the coming year,  these expenses are to be included in the budget proposal. In all cases, the  Operator shall be informed of any such expense in the monthly report.  Extraordinary nature means work performed by the Corporate Staffs of a  particularly large or unusual scope and not comprising work which forms part of  the ordinary operation of one or several joint ventures (major investigations,  reports and crisis management related to accidents and the like, the  establishment of new group systems and other extraordinary activities).  Expenses related to services of an extraordinary nature shall be documented by  way of work description and may be subject to an audit.
Expenses covered by this item 2.2.3 shall not be charged to the Joint Ventures  in any other way.

## 3. CREDITS TO THE ACCOUNT

All credits shall be credited to  the Account at the net amount actually collected.

### 3.1. Sale  and return of Material

The Technical Services Provider  shall have the right to dispose of surplus Materials, but shall obtain the  approval of the Operator for all dispositions of Materials with an aggregate  original purchase cost of NOK 5,000,000 or more.
When Material is returned to the Technical Services Provider or Affiliated  Companies, the Account shall be credited with a percentage of the current  average purchase price of new Material as stated in the condition code, see  item 2.1.3 a. Used Material that can be repaired, shall be credited at 50% of  the value of Condition "1" Material. Scrap Material shall be credited  at prevailing prices.

### 3.2. Insurance

Settlements received from  insurance companies or others will    be  credited to the Account. If a Party does not participate in the insurance, it  shall not benefit from such settlements.

## 4. OTHER PROVISIONS

### 4.1 Inventories

The Technical Services Provider  shall take periodic inventories of all Controllable Material and warehouse  stock at least once a year. The Technical Services Provider shall give the  Operator 30 days' written notice of its intention to take an inventory to allow  them to be represented.
  Reconciliation of inventory with the Account shall be made, and a list showing  overages and shortages shall be furnished to the Operator. The Account shall be  adjusted accordingly as soon as possible.
The Technical Services Provider shall furnish the Operator with a list of types  of Material which are classified as Controllable Material.

### 4.2. Miscellaneous  provisions

These Accounting Procedures shall  be binding for as long as the Agreement remains in effect plus the time  required to wind up the operations properly.
In the event of any conflict between the provisions of these Accounting  Procedures and other provisions of the Agreement, the other provisions of the  Agreement shall prevail.



### SIDELETTER No. 1

### to

### TECHNICAL SERVICES AGREEMENT

### BETWEEN

### 

### GASSCO AS

### 

### AND

### 

### STATOIL PETROLEUM AS



This  Sideletter is made and entered into as of the 24 day of November 2010 by and  between:

**Gassco  AS**, a company  incorporated under the laws of Norway  of the first part, and

**Statoil Petroleum AS**, a company incorporated under the laws of Norway  of the second part

(hereinafter  individually referred to as “Party” and jointly referred to as the ”Parties”).



**WHEREAS**, the Parties are Parties to the Technical  Services Agreement between Gassco AS and Statoil Petroleum AS dated at the date  hereof (the “Agreement”), and

**WHEREAS**, the Parties at the date hereof have agreed to  let the Agreement replace the technical  services agreement dated February 27, 2002, as amended (the “Previous  Agreement”), and

**WHEREAS**, the phase 1 of the Statoil - Hydro  restructuring cost was  settled by agreement dated 2 December 2008, and the Parties in this Sideletter  wish to regulate certain issues related to the formal handling of the costs  related to phase 2 of the restructuring cost for Statoil - Hydro integration process.



NOW THEREFORE, THE PARTIES AGREE AS  FOLLOWS:

## 1. Restructuring costs

The phase 2 restructuring costs related to the  merger between Statoil and Norsk Hydro and which are not fulfilled at the  effective date of the Agreement, shall in relation to the Joint Ventures be  handled according to Appendix 1 to the “General Terms and Conditions for the  Provision of Technical Services for Gas Infrastructure Joint Ventures Operated  by Gassco AS” as attached to the Previous Agreement and not according to  Appendix 1 to the “General Terms and Conditions for the Provision of Services  for Gas Infrastructure Joint Ventures Operated by Gassco AS” as attached to the  Agreement.



Executed in  two (2) originals as of the day first above written:

|Operator:                  | Technical  Services Provider:
|-------------------------- | -----------------------------
|____/s/Svein Birger Thaule | ____/s/Kjetil Ohm            
|Gassco AS                  | Statoil Petroleum AS         



### POWER OF ATTORNEY

This document authorises Svein Birger Thaule to enter into and sign on behalf of Gassco AS
the following agreement:

- "Technical Services Agreement between Gassco AS and Statoil Petroleum AS"
  - "Sideletter No. 1 to Technical Services Agreement between Gassco AS and Statoil
Petroleum AS"

|Bygnes, 24 November 2010
|------------------------
|pr.pr. Gassco AS        
|____/s/ Brian Bjordal   
|CEO