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FACILITY AGREEMENT
 MULTI CURRENCY REVOLVING CREDIT FACILITY




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TABLE OF CONTENTS
 1. DEFINITIONS AND INTERPRETATION
    
    
    12. THE FACILITY
    
    
    93. CONDITIONS PRECEDENT
    
    
    94. DRAWDOWN OF ADVANCES
    
    
    105. INTEREST
    
    
    126. CHANGES TO THE CALCULATION OF INTEREST
    
    
    137. REPAYMENT
    
    
    148. PREPAYMENT AND CANCELLATION
    
    
    149. PAYMENTS
    
    
    1510. TAXES
    
    
    1711. INCREASED COSTS AND ILLEGALITY
    
    
    1812. SECURITY
    
    
    2013. REPRESENTATIONS AND WARRANTIES
    
    
    2014. INFORMATION
    
    
    2215. GENERAL UNDERTAKINGS
    
    
    2316. FINANCIAL COVENANTS
    
    
    2517. DEFAULT AND ACCELERATION
    
    
    2618. FEES AND EXPENSES
    
    
    2919. RELATIONSHIP BETWEEN THE BANKS
    
    
    3120. AGENCY
    
    
    3221. INDEMNITIES
    
    
    34




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22. ASSIGNMENT
    
    
    3623. MISCELLANEOUS
    
    
    3624. NOTICES
    
    
    3825. GOVERNING LAW AND JURISDICTION
    
    
    39




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APPENDICES




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FACILITY AGREEMENT
 (1)
    
    STENA ROYAL S.a.r.l., aprivate limited liability
company (société à responsabillité
limitée) with registered office at 26 B Bvd. Royal L-2449, incorporated under the laws of
Luxembourg and registered with the Luxembourg Register of Commerce and Companies and whose
corporate capital is
 100,000 (the Borrower);(2)
    
    SVENSKA HANDELSBANKEN AB (publ)and NORDEA BANK AB (publ)as lenders (the Original Banks);(4)
    
    SVENSKA HANDELSBANKEN AB (publ)as facility agent for the Banks (in this capacity, the
Facility Agent); and(5)
    
    SVENSKA HANDELSBANKEN SA as security agent for the Banks (in this capacity, the Security
Agent).
 
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsAdvancemeans an advance made or to be made under the Facility or the principal amount
outstanding for the time being of that advance.Affiliatemeans a Subsidiary or a Holding Company of a person or any other Subsidiary of
that Holding Company.Agentsmeans both of the Facility Agent and the Security Agent, and Agentmeans any of
them.Agreementmeans this agreement as amended, varied or supplemented from time to time.Assignment Certificatemeans an assignment certificate substantially in the form set out
in Appendix 5.Authorised Signatoriesmeans representatives of the Borrower from time to time authorised
to represent the Borrower in all matters relating to the Finance Documents, as notified by
the Borrower to the Facility Agent by not less than three (3) Banking Days notice.Available Commitmentmeans a Banks Commitment under the Facility less the amount of its
participation in all outstanding or requested Advances (converted into USD at the Facility
Agents Spot Rate of Exchange in case of Advances outstanding or requested in any Nominated
Currency) on the date which is three (3) Banking Days before the proposed Drawdown Date or,
if later, on the date the Facility Agent receives the Drawdown Notice in the case of




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2 Clause 4.2 (Completion of Drawdown Notice) and on each Banking Day in the case of Clause 18.1
(Commitment fee).Available Facilitymeans the aggregate from time to time of each Banks Available Commitment.Banking Daymeans a day (other than a Saturday or Sunday) which is not a public holiday and on
which banks are open for general business in Stockholm, London, New York and Luxembourg and in the
place or places where the relevant transaction(s) shall be made.Banksmeans (i) any Original Bank, and (ii) any bank or financial institution which has become a
party to this Agreement in accordance with Clause 22 (Assignment).Break Costsmeans the amount (if any) by which:
 (a)
    
    the interest excluding margin which a Bank should have received for the period from the date
of receipt of all or any part of its participation in an Advance to the last day of the then
current Interest Period in respect of that Advance had the principal amount received been paid
on the last day of that Interest Period;
  (b)
    
    the amount which that Bank would be able to obtain by placing an amount equal to the
principal amount received by it on deposit with a leading bank in the relevant interbank
market for a period starting on the Banking Day following receipt and ending on the last day
of the current Interest Period.
 Commitment
 (a)
    
    in relation to an Original Bank, the amount set out opposite its name under the heading
Facility in Appendix 1, and the amount of any other Commitment transferred to it
under this Agreement; and(b)
    
    in relation to any other Bank, the amount of any Commitment transferred to it under this
Agreement.
 Commitment
Currency USD
 Commitment Period Prepayment and Cancellation Acceleration
 Compliance Certificate Appendix 4.




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3 Default Events
of Default
 Drawdown Date
 Drawdown Notice Appendix 3.
 Equity
 Event
of Default Events of
Default
 EURIBOR
 Facility The Facility
 Facility Agents Spot Rate of Exchange
 Facility Office
 Fee Letter and Expenses
 Final Maturity Date
 Finance Documents
 Finance Party




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4 Financial Indebtedness
 (a)
    
    moneys borrowed;(b)
    
    any amounts raised pursuant to the issue of bonds, notes, debentures or any similar debt
instrument;(c)
    
    the acquisition cost of any asset to the extent payable after its acquisition or
possession by the party liable where the deferred payment is arranged primarily as a method of
raising finance or financing the acquisition of that asset;(d)
    
    leases entered into primarily as a method of raising finance or financing the leased asset
and being regarded as finance leases under the financial accounting standards in Luxembourg;(e)
    
    any amount raised by acceptance under a acceptance credit facility;(f)
    
    receivables sold or discounted (otherwise than on a non-recourse basis);(g)
    
    any swaps, foreign exchange transactions, cap, floor, collar or option transactions or any
other derivatives transactions entered into in connection with protection against or
benefit from fluctuation in any rate or price (and when calculating the value of any
such derivative transactions only the marked-to-market value shall be taken into
account);(h)
    
    any amount raised under any other transaction having the commercial effect of a
borrowing;(i)
    
    any counter-indemnity obligation in respect of any guarantee, indemnity,
bond, standby or documentary letter of credit or any other instrument issued by a bank or
financial institution; and(j)
    
    any guarantee, indemnity or similar assurance against financial loss of
any person for any of the items referred to in paragraphs (a) to (i) above.
 Holding Company
 Increased Cost
 (a)
    
    an additional or increased cost;(b)
    
    a reduction in the rate of return under a Finance Document or on its overall capital;(c)
    
    a reduction of the amount due and payable under any Finance Document,




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5 
  Inter Company Loans
 Intercreditor Agreement
 Intercreditor Obligor
 Interest Period Interest Periods Default
interest
 Investment/s
 LIBOR
 Majority Banks
 (a)
    
    if there are no Advances then outstanding, a Bank or Banks whose Commitments aggregate more
than 66.67 per cent of the Total Commitments, (or, if the Total Commitments have been
reduced to zero, aggregated more than 66.67 per cent of the Total Commitments
immediately prior to the reduction); or(b)
    
    at any other time, a Bank or Banks whose participations in the Advances then outstanding
aggregate more than 66.67 per cent of all of the Advances then outstanding.
 Mandatory
Cost Mandatory costs
 Margin
 
    
    0.45% p.a. if the ratio is less than 30%;




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6 
    
    0.55% p.a. if the ratio is equal to 30% but less than 50%; and
    
    0.70% p.a. if the ratio is equal to or greater than 50%.
 Market Value
 Material Adverse Effect
 Nominated Currency
 Quotation Date
 Pledged Account
 Ratio
of Equity to Total Assets Ratio of Equity to
Total Assets
 Reference Banks
 Reference Date Financial Covenants
 Reference Period
 Rollover Advance
 (a)
    
    made or to be made on the same day that one or more maturing Advances is or are due to be
repaid;(b)
    
    the aggregate amount of which is equal to or less then the maturing Advance(s); and




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7 (c)
    
    made or to be made to the Borrower for the purpose of refinancing the maturing
Advance(s).
 Security
 Security Documents
 Security Interest
 Security
Value
 Stena AB Group
 Stena Investment société à responsabillité limitée 
 Stena Investment Pledge Agreement
 Stena Investment Pledged Assets




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8 Stena
Metal AB Group
 Stena Sessan AB Group
 Stena Sphere
 STIBOR
 Subordinated Lender
 Subordinated Loan
 Subsidiary dotterbolag aktiebolagslagen (2005:551
 Taxes Tax Taxation
 Total Assets
 Total Commitments
 1.2
    
    Interpretation1.2.1
    
    Unless a contrary indication appears, any reference in this Agreement to:




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(a)
    
    assets includes present and future properties, revenues and rights of
every description; and(b)
    
    indebtedness includes any obligation (whether incurred as principal or
as surety) for the payment or repayment of money, whether present or
future, actual or contingent.
 1.2.2
    
    A reference in this Agreement or in any other Finance Document to a statute or
any provision thereof shall refer also to that statute or provision as amended or
re-enacted.1.2.3
    
    A reference in this Agreement or in any other Finance Document to an
agreement or document shall refer also to such agreement or document as
amended, varied or supplemented and shall include all appendices and other
attachments.
 
 2.
    
    THE FACILITY2.1
    
    AvailabilitySubject to the terms of this Agreement, each Bank severally agrees to make available its
pro rata share of the principal amount of each Advance up to an aggregate amount equal to
its share of the Facility Amount as set out in Appendix 1 hereto. The failure of any Bank
to perform such obligations shall not relieve the other Banks or the Borrower of any of
their respective obligations or liabilities towards each other under this Agreement.
 2.1.1
    
    Under the Facility and during the Commitment Period, the Banks will, when requested by the
Borrower, make Advances to the Borrower in the Commitment Currency or in any Nominated
Currency on a revolving basis up to the Total Commitments.2.2
    
    Purpose2.2.1
    
    The Facility shall be used by the Borrower to finance  by way of Inter Company
Loans  the business conducted by Stena Investment.2.2.2
    
    None of the Agents and the Banks shall be bound to enquire as to the use or
application of any amounts advanced to the Borrower, nor shall any of them be
responsible for the consequences of such use or application.
 
 3.
    
    CONDITIONS PRECEDENT
 3.1
    
    Initial conditions precedent3.1.1
    
    The Borrower may not deliver a Drawdown Notice unless the Facility Agent has
received all the information and documents listed in
Appendix 2 (Initial Conditions Precedent)
in form and substance satisfactory to the Facility Agent.3.1.2
    
    The Facility Agent shall confirm to the Banks and the Borrower when the
information and documents have been received in satisfactory form. The Security




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Documents and other documents relating to the Security shall be promptly forwarded to the
Security Agent.
 3.2
    
    Further conditions precedent3.2.1
    
    The obligation of the Banks to participate in any Advance is subject to the further
conditions precedent that, as per the date of each Drawdown Notice as well as on the proposed
Drawdown Date:
 (a)
    
    in the case of a Rollover Advance, the representation and warranty set
out in Clause 13.1.9 (c) (Financial statements) is true and correct in all
material respects and in the case of any other Advance, the
representations and warranties set out in Clause 13.1 (Representations
and Warranties) to be repeated in accordance with Clause 13.2
(Repetition of representations and warranties) are true and correct in all
material respects;(b)
    
    no Default has occurred and is continuing or would result from the
disbursement of the Advance;(c)
    
    the restrictions in respect of Investments and the Security, as further set
out in Clause 12 (Security) are satisfied;(d)
    
    after disbursement of the Advance, the outstanding claims (excluding
accrued interest) under the Inter Company Loans will remain equal to or
in excess of the aggregate outstanding amount of all Advances;(e)
    
    the aggregate outstanding amount of all Advances will not, as a result of
the disbursement of the Advance, exceed an amount equal to 60% of
the Security Value; and(f)
    
    the Ratio of Equity to Total Assets, as set out in Clause
16.2 (Ratio of
Equity to Total Assets), is satisfied.
 
 4.
    
    DRAWDOWN OF ADVANCES
 4.1
    
    Drawdown4.1.1
    
    Whenever the Borrower wishes to borrow under the Facility, it shall deliver to the
Facility Agent a duly completed Drawdown Notice not later than 10.00 a.m.
(Stockholm time) three (3) Banking Days before the proposed Drawdown Date.
The Facility Agent shall forward a copy of such notice to the Banks not later then
during the following Banking Day and provide each Bank with details of the
amount of its participation in the Advance.4.1.2
    
    The proceeds of any amounts drawn under this Facility shall be utilised for the
purposes set out in Clause 2.2.1 (Purpose) only.4.1.3
    
    At close of business on the last day of the Commitment Period, the Facility shall
cease to be available for utilisation.




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4.2
    
    Completion of Drawdown Notice4.2.1
    
    Each Drawdown Notice is irrevocable and will not be regarded
as having been duly completed unless:
 (a)
    
    the proposed Drawdown Date is a Banking Day falling not later than
three (3) months before the Final Maturity Date;(b)
    
    the requested amount of the proposed Advance is a minimum of
USD 10,000,000 or the equivalent thereof in any Nominated Currency,
calculated at the Agents Sport Rate of Exchange, or, if less, the
Available Facility;(c)
    
    only one Interest Period is specified, which Interest Period may not
extend beyond the Final Maturity Date; and(d)
    
    it is completed and signed by Authorised Signatories substantially in the
form set out in Appendix 3.
 4.2.2
    
    The requested Advance may not exceed the Available Facility, as determined by
the Facility Agent on the date which is three (3) Banking Days before the
Drawdown Date or, if later, on the date the Facility Agent receives the Drawdown
Notice.4.2.3
    
    The Borrower may not deliver a Drawdown Notice if as a result of the proposed
Drawdown more than ten (10) Advances would be outstanding.4.2.4
    
    Subject to Clause 4.2.3 hereof, the Borrower may deliver any number of
Drawdown Notices on the same day and/or specify the same Drawdown Date.4.2.5
    
    The Drawdown Notice shall specify the account number/-s held by the Borrower
with the Facility Agent to which the proceeds of the drawn amount are to be paid.4.2.6
    
    The Drawdown Notice shall contain an irrevocable instruction
from the Borrower to the Facility Agent to transfer the proceeds of the drawn amount from the
account referred to in Clause 4.2.5 to a specified account of Stena Investment
held with the Security Agent with reference Inter Company Loan.4.3
    
    Participation in the Advances4.3.1
    
    If the conditions set out in this Agreement have been met, each Bank shall make
its participation in each Advance available through its Facility Office.4.3.2
    
    The amount of each Banks participation in each Advance will be equal to the
proportion borne by its Available Commitment to the Available Facility on the
Drawdown Date.




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5.
    
    INTEREST
 5.1
    
    Calculation of interest
 5.1.1
    
    The rate of interest on each Advance for each Interest Period is the percentage rate per
annum determined by the Facility Agent to be the aggregate of the applicable:
 (a)
    
    Margin;(b)
    
    LIBOR/EURIBOR/STIBOR (as applicable); and(c)
    
    Mandatory Cost, if any.
 5.2
    
    Interest Periods5.2.1
    
    The Borrower will select an Interest Period for an Advance in the Drawdown
Notice for such Advance. Subject to this Clause 5.2, the Borrower may select an
Interest Period of three (3) or six (6) months or such other period as may be
agreed between the Banks and the Borrower (however no Interest Period may
exceed twelve months).5.2.2
    
    An Interest Period shall not extend beyond the Final Maturity Date.5.2.3
    
    Any interest accruing under this Agreement will accrue from day to day from the
first day of the relevant Interest Period until and including the last day of the
relevant Interest Period and be calculated on the basis of the actual number of
days elapsed and a year of 360 days, or in case the practice in the relevant
interbank market would change, in accordance with that changed market
practice.5.2.4
    
    When any payment under a Finance Document would otherwise be due and
payable on a day which is not a Banking Day, the due date for payment shall be
extended to the next following Banking Day unless such Banking Day falls in the
next calendar month, in which case payment shall be made on the immediately
preceding Banking Day.5.3
    
    Payment of interest5.3.1
    
    Except as otherwise provided in this Agreement, the Borrower shall pay accrued interest on
each Advance on the last day of the Interest Period.5.4
    
    Default interest5.4.1
    
    If the Borrower fails to pay an amount payable by it under this Agreement on its due date,
subject to Clause 5.4.2, interest shall accrue on the overdue amount from the due date up to
the date of actual payment at a rate which is two (2) percentage units higher than the rate
determined in accordance with Clause 5.1.1 which would have been payable if the overdue amount
had, during the period of non-payment, constituted an Advance for successive Interest Periods,
each of a duration as the Facility Agent, acting reasonably, may determine. Any interest




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accruing under this Clause 5.4.1 shall be immediately payable by the Borrower on demand by
the Facility Agent.
 5.4.2
    
    The interest rate applicable to any overdue amount hereunder shall never be less
than the sum of (i) two (2) percentage units and (ii) the Banks cost (expressed as
an annual rate) of funding the overdue amount, as certified by the Banks.5.4.3
    
    Default interest (if unpaid) arising on an overdue amount will be compounded
with the overdue amount at the end of each Interest Period applicable to that
overdue amount but will remain immediately due and payable.
 
 6.
    
    CHANGES TO THE CALCULATION OF INTEREST
 6.1
    
    Absence of quotations6.1.1
    
    If LIBOR/EURIBOR/STIBOR (as applicable) is to be determined by reference to the Reference
Banks but a Reference Bank does not supply a quotation at the specified time on the Quotation
Date, the applicable LIBOR/EURIBOR/STIBOR shall be determined on the basis of the quotations
of the remaining Reference Banks.6.2
    
    Market disruption6.2.1
    
    In this Agreement Market Disruption Eventmeans:
 (a)
    
    that at or about 11.00 a.m. (Swedish time) with respect to EURIBOR
and STIBOR and at or about 11.00 a.m. (London time) with respect to
LIBOR on the Quotation Date for the relevant Interest Period, no rates
are quoted on the relevant screen or page, as the case may be, and
none or only one of the Reference Banks has supplied to the Facility
Agent a rate to determine LIBOR/EURIBOR/STIBOR (as applicable) for
the relevant Interest Period; or(b)
    
    that before close of business in Stockholm or London on the Quotation
Date for the relevant Interest Period, the Facility Agent
receives notification from a Bank or Banks that the cost to such Bank or Banks
(as the case may be) of obtaining matching deposits in the relevant
interbank market would be in excess of LIBOR/EURIBOR/STIBOR (as
applicable).
 6.2.2
    
    The Facility Agent shall notify the Borrower and the Banks of the occurrence of a
Market Disruption Event.6.2.3
    
    If a Market Disruption Event occurs in relation to an Advance for any Interest
Period, then the rate of interest on each Banks share of that Advance for the
Interest Period shall be the rate per annum which is the sum of:
 (a)
    
    the Margin;(b)
    
    the rate notified to the Facility Agent by the relevant Bank as soon as
practicable and in any event before interest is due to be paid in respect




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of that Interest Period, to be that which expresses as a percentage rate per
annum the cost of that Bank of funding its participation in that Advance from
whatever source it may reasonably select; and(c)
    
    the Mandatory Cost, if any, applicable to that Banks participation
in the Advance.
 6.2.4
    
    If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the
Facility Agent and the Borrower shall enter into negotiations (for a period of not more than
ten (10) Banking Days) with a view to agreeing a substitute basis for determining the rate of
interest. Any such substitute basis agreed between the Facility Agent and the Borrower shall,
with the prior consent of all the Banks, be binding on all parties.
 
 7.
    
    REPAYMENT
 7.1
    
    Repayment7.1.1
    
    The Borrower shall repay each Advance (in the relevant currency) on the last day
of its interest Period to the Facility Agent for the account of the relevant Banks
participating in that Advance.7.1.2
    
    Subject to the continued availability of the Facility and unless stipulated to the
contrary in this Agreement, any amounts repaid may be re-borrowed in
accordance with the terms of this Agreement.
 
 8.
    
    PREPAYMENT AND CANCELLATION
 8.1
    
    Automatic cancellation
 8.1.1
    
    The Commitment of each Bank shall be automatically cancelled at the close of business in
Stockholm on the Final Maturity Date.8.2
    
    Voluntary cancellation8.2.1
    
    The Borrower may, by giving not less than ten (10) Banking Days prior notice to the
Facility Agent, cancel the Available Facility in whole or in part but, if in part, in a
minimum amount of USD 10,000,000. Any cancellation under this Clause 8.2 shall rateably
reduce the Commitments of the Banks under the Facility.8.3
    
    Right of repayment and cancellation in relation to a single Bank8.3.1
    
    If a Borrower is required to pay any amount to any of the Banks under Clause 10
(Taxes) and/or Clause 11.1 (Increased costs), then, without prejudice to the
obligations of the Borrower under those Clauses and/or Clause 21.2 (Other
indemnities), the Borrower may give the Facility Agent a notice of cancellation of
the Commitment of that Bank and its intention to procure the repayment of that
Banks participation in the Advances.8.3.2
    
    On the date of service of the notice referred to in Clause 8.3.1, the Commitment
of the relevant Bank shall immediately be reduced to zero.




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8.3.3
    
    On the last day of each Interest Period which ends after
the Borrower has given notice under Clause 8.3.1, the Borrower
shall repay the relevant Banks participation in the Advances.8.4
    
    Mandatory prepayment additional Security8.4.1
    
    If at any time the conditions set out in Clause 12.2.1 and
Clause 12.2.2 (Security) are not
met , then, the Facility Agent shall notify the Borrower and, within five (5) Banking Days of
receipt of such notification, the Borrower shall either (i) prepay the outstanding Advances
as and to the extent the Facility Agent shall certify to be necessary to comply with the
requirement in Clause 12.2.1 and Clause 12.2.2, together with all unpaid accrued interest
thereon and any other sum then due under this Agreement or (ii) provide or procure additional
Security - as the Banks deem satisfactory  to ensure that the conditions set out in Clause
12.2.1 and Clause 12.2.2 are met.8.5
    
    Miscellaneous provisions8.5.1
    
    Any notice of repayment and/or cancellation by the Borrower under this
Agreement shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant repayment or
cancellation is to be made and the amount of that repayment or cancellation. This
Agreement shall survive any cancellation and continue in full force and effect until
all Advances have been repaid to the Banks and all other amounts due to the
Agents and the Banks hereunder have been paid in full.8.5.2
    
    Any repayment under this Agreement shall be made together with accrued
interest on the amount repaid and, subject to any Break Costs, without any
premium or penalty.8.5.3
    
    The Borrower is not entitled to repay or prepay all or any part of the Advances or
cancel all or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement.8.5.4
    
    If the Facility Agent receives a notice under this Clause 8 (Prepayment and
Cancellation), it shall promptly forward a copy of such notice to the affected Bank
or Banks.
 
 9.
    
    PAYMENTS
 9.1
    
    General9.1.1
    
    On each date on which the Borrower or a Bank is required to make a payment
under this Agreement, the Borrower or Bank, as the case may be, shall make
such payment available to the Facility Agent in the relevant currency for value on
the due date at the time and in such funds specified by the Facility Agent as
being customary at the time for the settlement of transactions in USD, EUR or
SEK (as applicable) in the place of payment.9.1.2
    
    Payment shall be made to such account at such office or bank as the Facility
Agent may designate from time to time.




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9.1.3
    
    All payments made by the Borrower under this Agreement shall be made without
set-off or counterclaim.9.1.4
    
    When any payment under a Finance Document would otherwise be due and
payable on a day which is not a Banking Day, the due date for payment shall be
extended to the next following Banking Day unless such Banking Day falls in the
next calendar month, in which case payment shall be made on the immediately
preceding Banking Day.9.2
    
    Distributions by the Facility Agent9.2.1
    
    Each payment received by the Facility Agent under this Agreement for another party shall,
subject to Clause 9.3 (Distributions to the Borrower) and
Clause 9.4 (Clawback), be made
available by the Facility Agent, as soon as practicable after receipt, to the party entitled
to receive payment in accordance with this Agreement (in the case of a Bank, for the account
of its Facility Office), to such account and bank as that party may notify to the Facility
Agent by not less than five (5) Banking Days notice.9.3
    
    Distributions to the Borrower9.3.1
    
    The Facility Agent may (with the consent of the Borrower or in accordance with Clause 23.1
(Set-off)) apply any amount received by it for the account of the Borrower in or towards
payment (on the date and in the funds of receipt) of any amount due from the Borrower under
this Agreement.9.4
    
    Clawback9.4.1
    
    Where a sum is to be paid to the Facility Agent under this Agreement for the
account of another party, the Facility Agent is not obliged to pay that sum to that
other party until it has been able to establish to its satisfaction that it has actually
received that sum.9.4.2
    
    If the Facility Agent pays an amount to another party and it proves to be the case
that the Facility Agent had not actually received that amount, then the party to
whom that amount (or the proceeds of any related exchange contract) was paid
by the Facility Agent shall on demand refund the same to the Facility Agent
together with interest on that amount from the date of payment to the date of
receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of
funds.9.5
    
    Change of currency9.5.1
    
    If Swedish kronor is replaced as legal tender in Sweden by the Euro, all references to
Swedish kronor in this Agreement shall be deemed to be references to the Euro, provided that
the Facility Agent, acting reasonably and in good faith and after having consulted with the
Borrower, shall determine at what time such replacement shall be made for the purpose of this
Agreement in the event that such replacement includes a transition period.




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9.5.2
    
    In case of any such change of currency, this Agreement will, to the extent the
Facility Agent specifies to be necessary, be amended to comply with any
generally accepted conventions and market practices in the Stockholm interbank
market and otherwise to reflect the change in currency and to put the Finance
Parties and the Borrower in the same position, so far as possible, which they
would have been in if no change of currency had occurred.9.5.3
    
    The Borrower shall, on demand, indemnify each of the Finance Parties against
any reasonable cost, expense, loss or liability which it incurs as a consequence
of any change of currency, provided that such cost, expense loss or liability is
directly related to this Agreement and would not have been incurred had it not
been a party to this Agreement.9.6
    
    Partial payments9.6.1
    
    If a Finance Party receives a payment which is insufficient to discharge all the
amounts then due and payable by the Borrower under this Agreement, the
Finance Party shall apply such payment towards the obligations of the Borrower
under this Agreement in the following order:
 (a)
    
    first, in or towards payment pro rata of any unpaid fees, costs and
expenses of each of the Agents, the Banks and the Arrangers;(b)
    
    secondly, in or towards payment pro rata of any accrued interest due but
unpaid;(c)
    
    thirdly, in or towards payment pro rata of any principal due but unpaid;
and(d)
    
    fourthly, in or towards payment pro rata of any other sum due but
unpaid,
 9.6.2
    
    Clause 9.6.1 above will override any appropriation made by the Borrower.
 
 10.
    
    TAXES
 10.1
    
    Tax gross-up
 10.1.1
    
    Except to the extent required by law, all payments to be made by the Borrower
under this Agreement shall be made free and clear of any deduction or
withholding for or on account of Tax. The Borrower shall promptly upon becoming
aware that it must make a Tax Deduction notify the Facility Agent accordingly.
Similarly, a Bank shall notify the Facility Agent on becoming so aware in respect
of a payment payable to that Bank. If the Facility Agent receives such notification
from a Bank, it shall notify the Borrower.10.1.2
    
    If the Borrower is required by law to make any deduction or withholding on
account of any Tax or otherwise from any sum paid or payable by the Borrower to
any Finance Party under this Agreement (a Tax Deduction), the Borrower shall
pay the Facility Agent for such Finance Party such additional amount (an
Additional Amount) as is necessary to ensure that, after making such Tax




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Deduction, the relevant Finance Party receives a net sum equal to the sum which it would
have received had no such Tax Deduction been required or made.10.1.3
    
    If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the time
allowed and in the minimum amount required by law. The Borrower shall as soon as possible
deliver to the Facility Agent for the Finance Party entitled to the payment evidence
reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as
applicable) any appropriate payment paid to the relevant taxing authority.10.1.4
    
    Clause 10.1.2 above shall not apply with respect to any Tax assessed on a Finance Party:
 (a)
    
    under the law of the jurisdiction in which the Finance Party is
incorporated or, if different, the jurisdiction (or jurisdictions) in which the
Finance Party is treated as resident for tax purposes; or(b)
    
    under the law of the jurisdiction in which the Finance Partys Facility
Office is located in respect of amounts received or receivable in that jurisdiction,
 if that Tax is imposed on or calculated by reference to the net income received or
receivable by such Finance Party.10.2
    
    Tax credit10.2.1
    
    If the Borrower makes a payment pursuant to Clause 10.1.2 (a Tax Payment)and the
relevant Finance Party determines that it has obtained a refund of Tax or a credit against,
relief or remission for, any Tax (a Tax Credit)and the Finance Party utilises that Tax
Credit, then the Finance Party shall reimburse the Borrower such amount as the Finance Party
shall have reasonably concluded to be attributable to the Tax Payment and which will leave
the Finance Party (after the reimbursement) in the same after-Tax position as it would have
been in had the Tax Payment not been made by the Borrower. Notwithstanding the provisions of
this Clause 10.2.1, nothing contained in this Agreement shall interfere with the right of the
Finance Parties to arrange their tax affairs in whatever manner they think fit or oblige the
Finance Parties to disclose to the Borrower any information regarding their tax affairs or
tax computations.
 
 11.
    
    INCREASED COSTS AND ILLEGALITY
 11.1
    
    Increased costs11.1.1
    
    Subject to Clause 11.1.2, the Borrower shall forthwith on demand by the Facility Agent pay
to the Facility Agent for the account of a Finance Party the amount of any increased cost
incurred by the Finance Party as a result of (i) the introduction of, or any change in (or in
the interpretation or application of) any law or regulation or (ii) compliance with any law or
regulation made after the date of this Agreement (an Increased Cost).




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19 11.1.2
    
    Clause 11.1.1 does not apply to any Increased Cost:
 (a)
    
    compensated for by the operation of Clause 10.1 (Taxes);(b)
    
    attributable to any change in the rate of tax on the overall net income of
the Finance Party (or the overall net income of a division or branch of such Finance
Party) imposed in any jurisdiction; or(c)
    
    attributable to a wilful breach by the relevant Finance Party of any law
or regulation.
 11.1.3
    
    A Finance Party intending to make a claim pursuant to Clause 11.1.1 shall notify the
Facility Agent of the event giving rise to the claim following which the Facility Agent shall
promptly notify the Borrower. Each Finance Party shall, as soon as practicable after a demand
by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.11.2
    
    Illegality11.2.1
    
    If at any time it is or will become unlawful for a Bank to perform any of its obligations
as contemplated by this Agreement or to fund or maintain its participation in any Advance:
 (a)
    
    the Bank shall promptly notify the Facility Agent upon becoming aware of
the event, following which the Facility Agent shall notify the Borrower;(b)
    
    upon the Facility Agent notifying the Borrower, the Commitment of that
Bank will be immediately cancelled; and(d)
    
    the Borrower shall prepay that Banks participation in the Advances on
the last day of the Interest Period for each Advance occurring after the
Facility Agent has notified the Borrower or, if earlier, the date specified
by the Bank in the notice delivered to the Facility Agent (being no earlier
than the last day of any applicable grace period permitted by law),
together with all unpaid accrued interest thereon and any other sum then
due to the Bank under this Agreement.
 11.3
    
    Mitigation11.3.1
    
    If any circumstances arise which result, or would upon the giving of notice thereof result
in the Borrower being required to make payment to or for the account of a Bank pursuant to
Clauses 10.1 (Tax gross-up), 11.1 (Increased costs) or
11.2 (Illegality) or the Available
Commitment of such Bank being cancelled pursuant to Clause 11.2.1 (b) then, without in any
way limiting, reducing or otherwise qualifying the obligations of the Borrower under Clauses
10 (Taxes) and 11 (Increased Costs and Illegality) the Facility Agent or the relevant Bank
(as the case may be) shall endeavour to take such reasonable steps as may be open to it to
mitigate or remove such circumstances including (without limitation) the transfer of its
rights and obligations to another bank or financial institution acceptable to the Borrower
unless to do so might (in its opinion) be prejudicial to




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20 it or be in conflict with its general banking policies or involve it in expense or an
unreasonable increased administrative burden.
 
 12.
    
    SECURITY12.1
    
    Pledges12.1.1
    
    The Borrower shall procure that Stena Investment will, as security for the due performance
of the Borrowers obligations under this Agreement and any other Finance Document, provide a
first priority security interest over the Stena Investment Pledged Assets pursuant to and in
accordance with the Security Documents.12.2
    
    Security value and other restrictions in respect of Investments and the
Security12.2.1
    
    The outstanding claims (excluding accrued interest) with respect to the Inter Company Loans
shall at all times be equal to or exceed the aggregate outstanding amount of all Advances.12.2.2
    
    The aggregate outstanding amount of all Advances may not at any time exceed 60% of the sum
of Security Value.12.2.3
    
    To the extent the Market Value for a single Investment, would exceed USD 150,000,000 (or
the equivalent thereof in any Nominated Currency), such excess amount shall not be included
in the calculation of the Security Value.12.2.4
    
    Bonds or other securities issued by the Stena Sphere shall not be included in the
calculation of the Security Value.12.2.5
    
    The Pledged Account shall not at any time contain less than four (4) Investments.
 
 13.
    
    REPRESENTATIONS AND WARRANTIES13.1
    
    Representations and warrantiesThe Borrower makes the representations and warranties set out in this Clause 13.1 to each
Finance Party.13.1.1
    
    Status:It is a limited liability company duly organised and validly existing under the
laws of Luxembourg, possessing corporate existence and the capacity to sue or be sued in its
own name.13.1.2
    
    Power:It has the power to own its property and assets and carry on its business as it is
now being conducted, and it has complied with all statutes and other requirements which are
necessary to enable it to undertake its business and own its property and assets.13.1.3
    
    Authority:It has the power to enter into and perform, and has taken all necessary
corporate action to authorise the entry into and performance of, its obligations under the
Finance Documents and the transactions contemplated thereby.




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21 13.1.4
    
    Legal validity:The Finance Documents constitute its legal, valid and binding
obligations enforceable in accordance with their terms.13.1.5
    
    Non-conflict with laws:The entry into and performance of its obligations under the Finance
Documents and the transactions contemplated thereby do not and will not conflict with (i) any
law or regulation or any official or judicial order or (ii) its constitutional documents or
(iii) any material agreement, mortgage, bond or other instrument or document to which any
member of the Stena AB Group is party or to which any asset of any member of the Stena AB
Group is subject.13.1.6
    
    Pari passu ranking:Its obligations under the Finance Documents rank and will rank at least
pari passu with all its other unsecured and unsubordinated obligations, except for
obligations mandatorily preferred by law applying to companies generally.13.1.7
    
    No default:No Default is continuing or might result from the making of any Advance or the
performance by the Borrower of its obligations under any Finance Document. No other event has
occurred which constitutes (or with the giving of notice, lapse of time, determination of
materiality or the fulfilment of any other applicable condition or a combination of the
foregoing, might constitute) a default under or in respect of any document which is binding on
any member of the Stena AB Group or any asset of any member of the Stena AB Group to an extent
and in a manner which might have a Material Adverse Effect.13.1.8
    
    Authorisations:All authorisations required in connection with the entry into, performance,
validity and enforceability of, and the transactions contemplated by, the Finance Documents
have been obtained or effected (as appropriate) and are in full force and effect.13.1.9
    
    Financial statements:
 (a)
    
    The financial statements have been prepared in accordance with law and
accounting practices generally accepted in Luxembourg consistently applied.(b)
    
    The financial statements fairly represent the Borrowers financial
condition as at the date they were drawn up.(c)
    
    There has been no material adverse change in the Borrowers business or
financial condition since the date to which those financial statements were drawn
up.
 13.1.10
    
    Perfection of security:Each Security Document creates the relevant Security which it
purports to create with priority stated and such Security is not subject to any prior equal
or higher ranking Security Interest, other encumbrance or claim.13.1.11
    
    Ownership of Borrower:It is a wholly owned Subsidiary of Stena AB (publ) and its shares
are not subject to any Security Interest, encumbrance, pre-emption
rights or contractual restrictions with respect to the exercise of voting rights.




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22 13.1.12
    
    Taxes:It is not required under Swedish law to make any deduction for or on
account of Tax from any payment it may make under any Finance Document.13.2
    
    Repetition of representations and warranties13.2.1
    
    The representations and warranties set out in Clauses 13.1.1 to 13.1.7, 13.1.9 and 13.1.11
shall survive the execution of this Agreement and shall be deemed to be repeated on the date
of each Drawdown Notice, each Drawdown Date and on the date for delivery of each Compliance
Certificate, with reference to the facts and circumstances then existing, except in the case
of a Rollover Advance where only the representation and warranty in Clause 13.1.9 (c)
(Financial statements) shall be deemed to be repeated on the date of the relevant Drawdown
Notice and the relevant Drawdown Date, with reference to the facts and circumstances then
existing.
 
 14.
    
    INFORMATION
 14.1
    
    Duration14.1.1
    
    The undertakings in this Clause 14 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.14.2
    
    Financial information14.2.1
    
    The Borrower shall supply to the Facility Agent in form and substance satisfactory to the
Facility Agent and in sufficient copies for the Banks:
 (a)
    
    as soon as the same are available but in any event within 180 days of the
end of each financial year, audited consolidated financial statements for the
Borrower for such financial year, such financial statements to have been prepared in
accordance with Luxembourg law and accounting practices generally accepted in
Luxembourg and which fairly represent the Borrowers operations during the relevant
financial year and the Borrowers financial condition at the end of such financial
year;(b)
    
    as soon as the same are available, interim reports for the Borrower, such
interim reports (which, for the avoidance of doubt, shall cover the periods ending
on March 31, June 30, September 30 and December 31, respectively) not to be supplied
later than within 45 days of the end of the period to which they refer;(c)
    
    together with the financial statements and interim reports delivered
pursuant to paragraphs (a) and (b) above (and, at any time, promptly upon request
from the Facility Agent), a Compliance Certificate in the form set out in
Appendix 4 signed by Authorised Signatories of the Borrower; and(d)
    
    promptly, all notices or other documents dispatched by the Borrower to its
creditors generally (or any class thereof).




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23 14.2.2
    
    The Borrower shall advise the Facility Agent if any material change in its
accounting principles is made. The Borrower shall in connection therewith, if so
requested, provide the Facility Agent with historical information on a comparable basis.14.3
    
    Notification of Default14.3.1
    
    The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being
taken to remedy it) promptly upon becoming aware of its occurrence.14.4
    
    Other information14.4.1
    
    The Borrower shall promptly supply to the Facility Agent:
 (a)
    
    information regarding any material change of its business
activities or any decision to implement such change;(b)
    
    (to the extent it is aware thereof) information regarding any other
occurrence relating to the Stena AB Group and any member of the
Stena AB Group (including any third party claim or liability) which might
have a Material Adverse Effect;(c)
    
    any financial or other information which gives rise to the reasonable
conclusion that the financial covenants set out in Clause 16
(Financial Covenants)
will not be satisfied or that the requirements in respect of the Security set out in
Clause 12 (Security) will not be met;(d)
    
    details of any litigation, arbitration or administrative proceedings which
are current, threatened or pending and which might, if adversely determined have a
Material Adverse Effect; and
 14.4.2
    
    The Borrower shall without undue delay supply to the Facility Agent, upon request, such
information in the possession or control of the Borrower concerning its operations, assets
and financial position, which may reasonably be requested by the Facility Agent on behalf of
the Banks.14.4.3
    
    The Borrower shall without undue delay procure that Stena Investment supplies to the
Security Agent, upon request, such information in the possession or control of Stena
Investment concerning its operations, assets and financial position, which may reasonably be
requested by the Security Agent on behalf of the Banks.
 
 15.
    
    GENERAL UNDERTAKINGS15.1
    
    DurationThe undertakings in this Clause 15 shall remain in force and effect from the date of this
Agreement for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.




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24 15.2
    
    Pari passu rankingThe Borrower shall procure that its payment obligations under this Agreement and the
other Finance Documents do and will rank at least pari passu with all its other present
and future unsecured and unsubordinated obligations, except for obligations which are
mandatorily preferred by law.15.3
    
    Maintenance of status, authorisations, compliance15.3.1
    
    The Borrower shall from time to time do all such things and take such action as is
necessary to maintain its corporate existence.15.3.2
    
    The Borrower shall promptly obtain, comply with the terms of, and do all that is necessary
to maintain in full force and effect, all authorisations, approvals, licences and consents
required in or by the laws and regulations of Luxembourg to enable it lawfully to (i) carry
out the business activities which it carries on the date of this Agreement, and (ii) enter
into and perform its obligations under the Finance Documents or to ensure the legality,
validity, enforceability of the Finance Documents.15.3.3
    
    The Borrower shall comply in all respects with (i) all laws to which it may be subject and
(ii) the terms of the Finance Documents and the Intercreditor Agreements.15.4
    
    Negative pledge15.4.1
    
    The Borrower shall procure that Stena Investment does not create or permit to subsist any
second priority Security Interest over the Stena Investment Pledged Assets.15.4.2
    
    The Borrower shall not make any advances, grant any credit, give any guarantee or indemnity
to or for the benefit of any person, or otherwise voluntarily assume any liability, whether
actual or contingent, in respect of any obligation of any person, except in the ordinary
course of business or as contemplated by the Finance Documents.15.4.3
    
    The Borrower shall not incur any indebtedness other than Subordinated Loans (and
indebtedness under this Agreement).15.5
    
    Change of business, mergers, disposals and acquisitions15.5.1
    
    The Borrower shall procure that no substantial change is made to the general nature of the
business of the Borrower from that carried on at the date of this Agreement.15.5.2
    
    The Borrower shall not enter into any amalgamation, demerger, merger or any joint venture
or corporate reconstruction.15.5.3
    
    The Borrower shall not enter into any partnership agreement, other than in the ordinary
course of business or with the prior written consent of the Majority Banks.




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25 15.6
    
    Change of Ownership15.6.1
    
    The Borrower shall remain a wholly owned member of the Stena AB Group.15.7
    
    Transactions with owners15.7.1
    
    Without prejudice and subject to the provisions of Clause 15.5, the Borrower shall not
acquire any assets from or sell any assets to any owner of it or an Affiliate of such owner,
or enter into any agreement or arrangement with such owner or an Affiliate of such owner,
except on arms length terms and for fair market value or with the prior written consent of
the Majority Banks.15.8
    
    Subordinated Loans15.8.1
    
    The Borrower may repay or prepay any Subordinated Loan to the extent that
such repayment or prepayment, in the opinion of the Facility Agent, will not result in the
Ratio of Equity to Total Assets being less than thirty (30) per
cent. and then only on
condition that no Default is then continuing or would occur as a result of such repayment
or prepayment of the Subordinated Loan and otherwise subject to the provisions of relevant
Intercreditor Agreements.
 
 16.
    
    FINANCIAL COVENANTS16.1
    
    Duration16.1.1
    
    The Borrower shall, as from the date of this Agreement and for so long as any amount is
outstanding under the Finance Documents or any Commitment is in force, ensure that the
financial covenants set out in this Clause 16 are met.16.1.2
    
    The Facility Agent in its sole discretion may, and if instructed by the Majority Banks
shall, at any time test whether the Borrower satisfies the financial covenants set out in
this Clause 16. Without prejudice to the generality of the foregoing, such tests will be
carried out on the following occasions:
 (a)
    
    as per March 31, June 30, September 30 and December 31 respectively each
year and in each case on the basis of the financial information and the Compliance
Certificates delivered pursuant to Clause 14.2 (Financial information); and(b)
    
    each time a Subordinated Lender demands repayment in whole or in part of
any Subordinated Loan.
 16.2
    
    Ratio of Equity to Total Assets16.2.1
    
    The Ratio of Equity to Total Assets shall for each Reference Date be at least thirty (30)%.




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26 16.2.2
    
    The Ratio of Equity to Total Assets means the ratio calculated for the Borrower
and Stena Investment, based on the consolidated balance sheet for the Borrower
and Stena Investment, using the following equation:
 Equity
 Equity = the aggregate amount of restricted equity, non-restricted equity, and
Subordinated Loans).Total Assets = fixed and current assets where Investments shall be adjusted to Market
Value.
 16.2.3
    
    If the Ratio of Equity to Total Assets is below thirty (30) % at any time a test by
the Facility Agent of the satisfaction by the Borrower of the Ratio of Equity to
Total Assets is carried out, then the Borrower shall take measures satisfactory to
the Banks, the effect of which are to increase the Ratio of Equity to Total Assets
to a level of at least thirty (30) % within twenty-one (21) days following the date of
such test unless otherwise agreed by the Majority Banks.16.3
    
    Change of accounting principlesIf there is a change in generally accepted accounting principles in Luxembourg or in the
interpretation of such principles, the Facility Agent and the Borrower shall, at the
Facility Agents request, negotiate in good faith with a view to agreeing such amendments
to the financial covenants in this Clause 16 and/or the definitions used herein as may be
necessary to provide the Banks with protection comparable to that provided on the date
hereof, and any amendments as agreed will take effect as of the date agreed between the
Facility Agent and the Borrower.
 
 17.
    
    DEFAULT AND ACCELERATION17.1
    
    Events of DefaultEach of the events set out this in Clause 17.1 is an Event of Default (whether or not
caused by any reason whatsoever outside the control of the Borrower or any other person).
The breach of any undertaking or covenant expressed to be undertaken by the Borrower
herein shall constitute an Event of Default even if such breach is caused by a decision
of its shareholders or by a Subordinated Lender.17.1.1
    
    Non-payment:The Borrower does not pay on the due date, any amount payable by it under this
Agreement or any other Finance Document at the place and in the manner in which it is
expressed to be payable, unless such failure is due solely to technical or administrative
errors and payment is received within three (3) Banking Days of its due date.17.1.2
    
    Breach of material obligations:The Borrower does not comply with the provisions in Clause
2.2 (Purpose), Clause 8.4.1 (Mandatory prepayment
additional Security), Clause 12 (Security),
Clause 14.3 (Notification of Default),




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27 Clause 14.4 (Other information) (except for Clauses 14.4.1 (b) and (c)), Clause 15.4
(Negative pledge), Clause 15.5 (Change of business,
mergers, disposals and acquisitions),
Clause 15,8 (Subordinated loans) or Clause 16 (Financial Covenants) or any requirement
set out therein is not satisfied.17.1.3
    
    Breach of any obligations under any Security Documents:Stena Investment does not comply
with any obligations in any of the Security Documents.17.1.4
    
    Breach of other obligations:The Borrower does not comply with any obligations in this
Agreement (other than those referred to in Clauses 17.1.1, 17.1.2 and 17.1.3) or in any other
Finance Document and such failure (if capable of remedy) is not remedied within thirty (30)
days after the Facility Agent has given written notice thereof to the Borrower.17.1.5
    
    Misrepresentation:Any representation or warranty made or repeated in this Agreement or in
any other Finance Document, or in any certificate, statement or document delivered by or on
behalf of the Borrower under or in connection with any Finance Document is or proves to have
been incorrect or misleading in any material respect when made or repeated.17.1.6
    
    Cross-default
 (a)
    
    Any indebtedness of the Borrower or any other member of the Stena AB Group
is not paid when due nor within any originally applicable grace period.(b)
    
    Any indebtedness of the Borrower or any other member of the Stena AB Group
becomes, or becomes capable of being declared, prematurely due and payable or is
placed on demand, in either case as a result of an event of default (howsoever
described) under the document relating to that indebtedness.(c)
    
    Any commitment for, or underwriting of, any indebtedness of the Borrower
or any other member of the Stena AB Group is cancelled or suspended by a creditor of
a member of the Stena AB Group as a result of an event of default (howsoever
described) under the document relating to that indebtedness.(d)
    
    Any Security Interest, securing indebtedness, over any asset of the
Borrower or any other member of the Stena AB Group becomes enforceable.(e)
    
    The circumstances in this Clause 6 will only constitute an Event of Default
if the amount of indebtedness referred to exceeds USD 30,000,000 (except in respect
of the Borrower, for which the relevant amount shall be zero) in aggregate (or the
equivalent thereof in any other currency.




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28 17.1.7
    
    Insolvency:
 (a)
    
    A member of the Stena AB Group is, or is deemed for the purposes of any law
to be, insolvent or admits in writing its inability to pay its debts as they fall
due.(b)
    
    A member of the Stena AB Group suspends making payments on all or any class
of its debts or announces an intention to do so, or a moratorium is declared in
respect of any of its indebtedness.(c)
    
    A member of the Stena AB Group commences negotiations with any one or more
of its creditors with a view to the general readjustment or rescheduling of its
indebtedness, or makes a composition or an arrangement with its creditors or any
similar proceeding, arrangement or assignment.
 17.1.8
    
    Insolvency proceedings:
 (a)
    
    A member of the Stena AB Group takes any corporate action or any order is
made or resolution passed for the suspension of payments, business reorganisation,
forced or insolvent liquidation or bankruptcy of a member of the Stena AB Group
(except in the context of a solvent reconstruction or amalgamation, provided
that such reconstruction or amalgamation, in the opinion of the Majority Banks,
will not lead to the creditworthiness of the resulting or surviving entity being
materially weaker than that of the original entity immediately prior to such
reconstruction or amalgamation).(b)
    
    A liquidator in a forced or insolvent, receiver, insolvency manager,
reconstruction manager or similar officer is appointed in respect of a member of the
Stena AB Group or in respect of all or substantially all of its assets.(c)
    
    A corporate action, legal proceeding or other procedure or step has been
taken in relation to:
 -
    
    the bankruptcy, suspension of payments (sursis de
paiement), a moratorium of any indebtedness, winding-up, dissolution,
judicial management, a concordat préventif de la failliteor a gestion
contrôléeor any analogous proceedings (by way of voluntary arrangement,
scheme of arrangement or otherwise) of the Borrower;-
    
    a composition, assignment or arrangement with any
creditor of the Borrower with respect to any undisputed debt;-
    
    the appointment of a liquidator, judicial manager,
receiver and/or manager, administrator, administrative receiver, compulsory
manager, provisional supervisor, supervisor or other similar officer in
respect of the Borrower.




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29 17.1.9
    
    Creditors process:Any attachment, distress or execution affects a substantial
part of the assets of the Borrower and is not discharged within thirty (30) days.17.1.10
    
    Analogous proceedings:There occurs, in relation to the Borrower, or with regard to events
referred to in Clauses 17.1.7 and 17.1.8, a member of the Stena AB Group, any event anywhere
which is analogous to any of those mentioned in Clauses 17.1.7 to 16.17.1.11
    
    Default under the Intercreditor Agreement:The Borrower or any other Intercreditor Obligor
does not comply with the provisions of the Intercreditor Agreement or any requirement set out
therein is not satisfied.17.1.12
    
    Cessation of business:The Borrower ceases or threatens to cease to carry on all or a
substantial part of its business.17.1.13
    
    Unlawfulness:At any time it is or becomes unlawful for the Borrower to perform or comply
with any or all of its obligations under any Finance Document or any of the obligations of
the Borrower under the Finance Documents are not or cease to be legal, valid and binding.17.1.14
    
    Change of control:The Borrower ceases to be a wholly owned Subsidiary of Stena AB (publ).17.1.15
    
    Litigation:Any litigation, arbitration or administrative proceedings which might, if
adversely determined, have a Material Adverse Effect.17.1.16
    
    Material adverse change:Any event or series of events occurs which in the opinion of the
Majority Banks might have a Material Adverse Effect.17.2
    
    Acceleration17.2.1
    
    On and at any time after the occurrence of an Event of Default and so long as it is
continuing, the Facility Agent may, and if so instructed by the Majority Banks shall, by
notice to the Borrower:
 (a)
    
    cancel the Facility and all Commitments whereupon they shall immediately
be cancelled; and/or(b)
    
    declare all or part of the Advances, together with accrued interest, and
other amounts accrued or outstanding under this Agreement and under the other
Finance Documents due and payable, whereupon they shall become due and payable on
the date specified by the Facility Agent, or if no date is specified, on demand by
the Facility Agent.
 
 18.
    
    FEES AND EXPENSES18.1
    
    Commitment fee18.1.1
    
    The Borrower shall pay to the Facility Agent (for the account of each Bank) a commitment
fee computed at the rate of 0.15% per annum on that Banks Available Commitment for the
Commitment Period. The accrued commitment fee




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30 is payable in arrears on the last day of each successive period of three months which
ends during the Commitment Period and on the last day of the Commitment Period. The first
date for payment of the Commitment Fee shall be December 31, 2007.18.1.2
    
    The commitment fees shall be calculated on a 360 day/year basis and the actual number of
days elapsed.18.2
    
    Arrangement fee18.2.1
    
    The Borrower shall pay to the Banks an arrangement fee computed at the rate of 0.15% of the
Total Commitment, payable on or before signing of this Agreement.18.3
    
    Agency/deposit feeThe Borrower shall pay to the Agents an agency/deposit fee subject to and in accordance
with the Fee Letter.18.4
    
    Mandatory costs18.4.1
    
    The Borrower shall, at the request of the Facility Agent, acting on instructions of the
Banks, pay to the Facility Agent (for the account of each Bank) the amount (if any) determined
by the Facility Agent as being (i) the cost to any Bank of compliance with any reserve asset
requirements of the European Central Bank, and/or (ii) the cost to any Bank of compliance with
any reserve assets, liquidity or cash margin or other similar requirements of any other
applicable monetary or other authority.18.4.2
    
    The amounts payable by the Borrower under Clause 18.4.1 shall be paid on the dates
specified by the Facility Agent.18.4.3
    
    Any Bank wishing to claim compensation under Clause 18.4.1 shall deliver to the Facility
Agent a computation of the amount claimed, setting out in reasonable detail the basis for
such computation.18.5
    
    Other costs18.5.1
    
    The Borrower shall reimburse the Arrangers and the Agents on demand for all reasonable
out-of-pocket costs and expenses (including external and internal legal costs) together with
any value added tax (if any) thereon incurred by them in connection with the preparation,
negotiation and execution of this Agreement and the other Finance Documents, whether this
Agreement is signed or not.18.5.2
    
    The Borrower shall within three (3) Banking Days of demand pay to the Agents the amount of
all costs and expenses (including external and internal legal fees) together with any value
added tax (if any) thereon reasonably incurred by them:
 (a)
    
    in connection with any amendments or requested waivers, or a
suspension of rights, or a proposal for any of the foregoing, related to this
Agreement or any other Finance Document;




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31 
 (b)
    
    in connection with the preservation and enforcement of any rights under this
Agreement or any other Finance Document; or(c)
    
    in connection with the investigation of any Default.
 18.5.3
    
    The Borrower shall pay all stamp, registration
and other duties and similar taxes, if any, to which
any Finance Document may be subject or give rise and
shall indemnify the Finance Parties against any and all
liabilities with respect to or resulting from any delay
or omission in paying any such duties or taxes.
 
 19.
    
    RELATIONSHIP BETWEEN THE BANKS19.1
    
    Rights and obligations several19.1.1
    
    The obligations of each Bank under this Agreement are several. The failure of a Bank to
perform its obligations under this Agreement shall not affect the obligations of any other
party under this Agreement. No Finance Party is responsible for the obligations of any other
Finance Party under this Agreement.19.1.2
    
    The rights of each Bank under or in connection with this Agreement are separate and
independent rights and any debt arising under this Agreement to a Bank from the Borrower
shall be a separate and independent debt.19.2
    
    Recoveries19.2.1
    
    If any Bank at any time receives or recovers by set-off or otherwise any sum which it is
obliged (or being so entitled has elected) to apply towards payment of any amount due to it
hereunder (otherwise than amounts specifically payable to that Bank under the terms of this
Agreement) then such Bank shall be obliged to offer to each other Bank through the Facility
Agent such payment by way of adjustment as may be necessary to ensure that at all times each
Bank receives the same proportion (save as referred to in Clause 19.2.2) of principal,
interest and fees and commissions due to it under this Agreement as each other Bank and to
ensure that payments are applied in the order of priority set out in Clause 9.6
(Partial payments).19.2.2
    
    An offer made by a Bank in accordance with Clause 19.2.1 shall be conditional upon each
Bank who may accept such offer (the Accepting Bank) agreeing to indemnify the Bank making
such offer (the Offering Bank) on terms reasonably acceptable to the Offering Bank against
any loss (other than the loss suffered by such payment by way of adjustment) which the
Offering Bank may subsequently suffer by reason of having made such payment by way of
adjustment to such Accepting Bank.19.2.3
    
    A Bank pursuing any action or proceeding in any court under this Agreement shall not be
obliged to make an offer pursuant to Clause 19.2.1 to another Bank which has the legal right
to, but does not (after consultation), join in such action or proceeding or does not
diligently pursue a separate action to enforce its rights in another court.




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32 19.3
    
    Decisions19.3.1
    
    As between the Banks, any decision to be made by the Banks and which would increase the
commitment of any of the Banks, amend the definitions of Banks, Majority Banks, Finance
Parties, reduce the interest rate or any fees or the basis or method by which interest
hereunder is calculated, extend availability of the Facility, defer repayment, reduce or
defer the amount of any payment of principal, interest or other amounts or change the
provisions in this Clause 19.3.1 shall be made only with the agreement of all Banks, other
than to the extent this Agreement includes express amendment provisions stipulating
otherwise.19.3.2
    
    Subject to the matters provided for elsewhere in this Agreement, the Majority Banks shall
be entitled at any time to (i) waive any right or remedy against the Borrower under or
pursuant to this Agreement, the other Finance Documents or any ancillary document or
arrangement, or (ii) grant any consent pursuant to this Agreement or the other Finance
Documents. Any such waiver, consent or amendment shall inure to the benefit of and be binding
upon all the Banks.
 
 20.
    
    AGENCY20.1
    
    The Facility Agent20.1.1
    
    The Facility Agent is appointed to act on behalf of the Banks and in the best interest of
the Banks in connection with the Finance Documents (other than the Security Documents), to
communicate with the Borrower, receive notices, and exercise any rights of the Banks arising
out of or in connection with the Finance Documents (other than Security Documents) including
any incidental rights and powers. However, the Facility Agent may not commence legal
proceeding in a Banks name without such Banks prior written consent.20.1.2
    
    If a Default occurs or if legal proceedings are to be commenced, then the Facility Agent
shall act in accordance with instructions from the Majority Banks. In the absence of such
instructions, the Facility Agent shall have the right, but not the obligation, to take, or
instruct the Security Agent to take, such measures as the Facility Agent, in its sole
discretion, deems appropriate.20.1.3
    
    When the Facility Agent has received a Drawdown Notice for an Advance believed by the
Facility Agent to be in accordance with this Agreement, the Facility Agent shall give a
notice to each of the Banks of the respective Banks participation in the relevant Advance,
calculated in accordance with Clause 4.3. The Banks shall pay such amount to the Facility
Agent, who will make disbursements on behalf of the Banks. The Facility Agent shall also
promptly distribute to the Banks all sums received by it on behalf of the Banks hereunder.20.1.4
    
    The Facility Agent shall promptly without request forward to the Banks information and
copies of documents (other than the Finance Documents) received by it under or in relation to
this Agreement.20.1.5
    
    The Facility Agent shall not be obliged to monitor or enquire as to the Borrowers
compliance with this Agreement or the other Finance Documents. However, if the Facility Agent
receives notice from the Borrower specifically stating that a Default




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33 has occurred or if there is a payment default of which the Facility Agent is aware, it
shall promptly notify the Banks thereof.20.2
    
    The Security Agent20.2.1
    
    Each Bank appoints the Security Agent as its agent to act on its behalf in relation to the
Security created under the Security Documents. The Security Agent shall act on the
instructions of the Facility Agent. However, the Security Agent may not commence legal
proceeding in a Banks name without such Banks prior written consent.20.2.2
    
    The Security Agent shall enter into the Security Documents and all documents it considers
necessary or desirable in connection therewith on behalf of the Banks.20.2.3
    
    The Security Agent shall hold amounts recovered, net of costs
(including legal costs) and
expenses incurred in connection with the recovery for the account of the Banks and distribute
such amounts recovered promptly to the Banks in accordance with the instructions of the
Facility Agent.20.3
    
    Change of Agents20.3.1
    
    The Facility Agent may at any time resign by giving notice to the Borrower and the Banks in
writing, whereupon the Banks shall appoint a successor Facility Agent. The Banks shall
consult with the Borrower before a successor Facility Agent is appointed. At the request of
the Majority Banks, the Facility Agent shall resign as aforesaid.20.3.2
    
    The Security Agent may at any time resign by giving notice to the Facility Agent, whereupon
the Facility Agent shall on behalf of the Banks appoint a successor Security Agent. The
Facility Agent shall consult with the Borrower before a successor Security Agent is appointed.
At the request of the Majority Banks, the Security Agent shall resign as aforesaid.20.3.3
    
    If no successor Agent has been appointed in accordance with Clause 20.3.1 or 20.3.2, as the
case may be, within thirty (30) days after the notice of termination, then the retiring Agent
may appoint a successor Agent. An Agent shall in any event not cease to act as Agent until a
successor Agent has accepted its appointment as Agent.20.3.4
    
    The resignation of a retiring Agent and the appointment of any successor Agent shall both
become effective upon the successor Agent notifying all the parties hereto that it accepts
such appointment, whereupon the successor Agent shall succeed to the position of the relevant
retiring Agent and the term Facility Agent or Security Agent as appropriate herein shall
be construed as a reference to any person who from time to time succeeds to the position of
the relevant Agent in accordance with the terms of this Agreement.20.3.5
    
    Upon the acceptance of appointment, the successor Agent shall become vested with all the
rights and duties of the retiring Agent and the retiring Agent shall be discharged from its
duties and obligations. The retiring Agent shall, however, remain liable for any loss or
damage which results from its gross negligence or




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20.4
    
    Miscellaneous
 20.4.1
    
    No Agent shall be liable to the Banks or the other Agent for any action taken or
not taken by it under or in connection with the Finance Documents, other than by
reason of its gross negligence or wilful misconduct. In no circumstances shall an
Agent be liable for any action taken in accordance with instructions from the
Majority Banks.20.4.2
    
    Each of the Agents may carry on any business with the Borrower or their related
entities and act as agent or arranger for, or in relation to, any financing involving
the Borrower or their related entities. If an Agent should act for the Borrower in
any capacity (whether as bank or otherwise) in relation to any other matter, any
information given by the Borrower to an Agent in relation thereto may be treated
as confidential and such Agent shall, as between itself and the Banks, not be
obliged to disclose the same to any Bank or any other person.20.4.3
    
    Each Agent shall be entitled to rely on any communication believed by it to be
genuine and to have been sent or signed by the person by whom it purports to
have been sent or signed. The Agents do not accept responsibility to any Bank
for the accuracy or completeness of any information supplied or for the legality,
validity and enforceability of this Agreement or the other Finance Documents.
Each Bank is responsible for making its own independent appraisal and
investigations of the Borrower.
 
 21.
    
    INDEMNITIES21.1
    
    Currency indemnity
  (a)
    
    the Borrower shall within three (3) Banking Days of demand indemnify
such Finance Party as an independent obligation against any loss or
liability arising out of or as a result of the conversion;(b)
    
    if the amount received by any Finance Party, when converted into the
Commitment currency or any Nominated Currency (as applicable) at a
market rate in the usual course of its business, is less than the amount
owed in the Commitment currency or any Nominated Currency (as
applicable), the Borrower shall within three (3) Banking Days of demand
pay to such Finance Party an amount in the Commitment currency or
any Nominated Currency (as applicable) equal to the deficit; and(c)
    
    the Borrower shall within three (3) Banking Days of demand pay to such
Finance Party any exchange costs and Taxes payable in connection
with any such conversion.




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35 
 21.2
    
    Other indemnities21.2.1
    
    The Borrower shall within three (3) Banking Days of demand indemnify each Finance Party
against any cost, expense, loss or liability, as determined by the Facility Agent, which such
Finance Party incurs as a consequence of:
 (a)
    
    the occurrence of any Default (taking into account, where appropriate,
any amounts received by a Bank under Clause 5.4 (Default interest));(b)
    
    an Advance (or part of an Advance) not being prepaid in accordance
with a notice of prepayment given by the Borrower or (other than by
reason of negligence or default by any Finance Party) an Advance not
being made after the Borrower has delivered a Drawdown Notice for that
Advance; and(c)
    
    a failure by the Borrower to pay any amount due under this Agreement
on its due date (including but not limited to the acceleration of or
repayment of any Advance or the receipt or the recovery of all or any
part of an Advance otherwise than on its due date).
  21.3
    
    The Banks liability to indemnify the Agents21.3.1
    
    Each Bank shall on demand by an Agent (in writing and in reasonable detail)
indemnify it against any and all fees (charged but not promptly recovered from
the Borrower) costs, claims or expenses and liabilities in connection with this
Agreement which the Agent may pay or incur (other than by reason of its own
gross negligence or wilful misconduct) in acting in its capacity as Agent.21.3.2
    
    The liability of each Bank under Clause 21.3.1 will be limited to its share of the
total losses and expenses which correspond to the proportion which its
participation in outstanding Advances bears to the total amount of outstanding
Advances, or if no Advances are outstanding, the proportion which that Banks
Commitment bears to Total Commitments. If the losses or expenses are
attributable to an activity of an Agent which relates only to some of the Banks, the
relevant Agent may instead notify the Banks of a different sharing arrangement
determined by the relevant Agent.21.3.3
    
    If a Bank fails to pay its due contribution under this Clause 21.3, then the relevant
Agent may (without prejudice to its other rights and remedies) deduct the amount
due from the defaulting Bank from any sums then or thereafter in its possession
which would otherwise be payable to the defaulting Bank.21.3.4
    
    This Clause 21.3 shall not limit the Banks right to recover from the Borrower any
amount which the Borrower has failed to pay to Agents and which for that reason
the Banks have paid to the Agents by way of an indemnity hereunder.




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36 
 
 22.
    
    ASSIGNMENT22.1
    
    No assignment by the BorrowerThe Borrower may not assign or transfer any of its rights and/or obligations under this
Agreement or under any other Finance Document.22.2
    
    Assignment by the Banks22.2.1
    
    Subject to this Clause 22.2, a Bank may at any time assign or transfer all or any
part of its rights and obligations under this Agreement
 (a)
    
    with the prior written consent of the Borrower, not to be unreasonably
withheld or delayed;(b)
    
    without the consent of the Borrower, to another Bank or within an
existing Banks group or to associated companies of a Bank subject,
however, no increased costs for the Borrower; or(c)
    
    without the consent of the Borrower if a Default has occurred and has
been continuing for more than 45 days.
 22.2.2
    
    An assignment of rights and obligations will be effective only upon the assignees
confirmation by delivery of a duly completed and signed Assignment Certificate to
the Borrower and the Facility Agent that it undertakes to be bound by the terms of
this Agreement and the other Finance Documents as if it had been an Original
Bank and that it confirms the appointments of the Facility Agent and the Security
Agent (if appropriate) to act on its behalf. Upon the assignment becoming
effective in this manner, the assignor shall be relieved of its obligations under this
Agreement and the other Finance Documents to the extent that they are
assigned to the assignee.22.2.3
    
    The assignee shall have the same rights against the Borrower as it would have
had if it had been an Original Bank, provided that the Borrower shall not bear any
expenses or costs whatsoever arising out of, in connection with, or as a result of
such assignment.22.2.4
    
    Each Bank may disclose to a prospective assignee such information relating to
the Stena AB Group as shall have been made available to such Bank in
connection with this Agreement, subject to obtaining from any such party an
undertaking to treat in confidence any confidential information so disclosed.
 
 23.
    
    MISCELLANEOUS23.1
    
    Set-OffThe Borrower authorises each Finance Party to set off any obligations owed by the Finance
Party to it in satisfaction of any obligation owed by it under the Finance Documents,
regardless of the place of payment, the lending office or currency of either obligation.
If the obligations are in different currencies, it authorises the Finance Party (for the
purpose of the set-off) to convert either




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37 
  23.2
    
    Accounts23.2.1
    
    The Facility Agent will maintain and keep accounts showing the amounts of the Advances, the
interest accrued thereon and all payments with respect thereto made by the Borrower. The
accounts kept by the Facility Agent together with the relevant Drawdown Notices shall in the
absence of manifest error be prima facieevidence of disbursements made, payments received
and the aggregate amount outstanding hereunder from time to time.23.3
    
    AmendmentsNo amendment to this Agreement or any Finance Document shall be effective against any
party unless made in writing and signed by such party.23.4
    
    No waiverNo delay or omission in exercising any powers or privileges of the Finance Parties
hereunder shall be construed as a waiver thereof or an acquiescence therewith. Any
exercise of any part of the rights shall not preclude subsequent enforcement of any such
rights which have not, or have not fully, been exercised.23.5
    
    Limitation of the Agents and the Banks liability23.5.1
    
    Neither the Agents nor any of the Banks shall be held responsible for any loss or
damage resulting from any Swedish or foreign legal enactment, or any measure
taken by a Swedish or foreign public authority, or war, strike, lockout, boycott,
blockade or any other similar circumstance. The reservation in respect of strikes,
lockouts, boycotts and blockades applies even if any Agent or Bank itself takes
such measures, or is subject to such measures.23.5.2
    
    Any loss or damage that may arise in other cases shall not be indemnified by the
Agents or the Banks if they have observed general standard of care. The Agents
and the Banks shall not in any case be held responsible for any indirect damage.23.5.3
    
    Should an obstacle described in this Clause 23.5 arise which prevents the Agents
and/or the Banks from making a payment or taking any action required to comply
with this Agreement, such payment or action may be postponed until the obstacle
has been removed.23.5.4
    
    Where a circumstance as referred to in Clause 23.5.1 should prevent a Finance
Party from receiving payments, such Finance Party shall, as long as the obstacle
exists, be entitled to interest only on the terms prevailing on the date of maturity
for the payment.




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38 
 
 24.
    
    NOTICES24.1
    
    Method of communication24.1.1
    
    All notices or other communications under or in connection
with this Agreement shall be in the English language and be given by letter or by telefax (and, in the
case of telefax, confirmed by letter). Any such notice will be deemed to be given
as follows:
 (a)
    
    if by letter, when delivered to the address notified in accordance with
Clause 24.2 (Addresses); and(b)
    
    if by telefax, when received in legible form.
 24.1.2
    
    Any notice received on a non-Banking Day or after business hours in the place of
receipt will only be deemed to be given on the next Banking Day in that place.24.2
    
    AddressesThe address and telefax number of each party for all notices under or in connection with
this Agreement are:
 The Borrower:
    
    Stena Royal S.a.r.l.26 B, Bvd Royal, L-2449 LuxembourgAttention: Steve ClarksonTelephone: +352 26486700Telefax: +352 26486710with a copy to AB Stena Finans for
the account of the Finance ManagerSE-405 19 GöteborgTelephone: +46 31 85 50 00Telefax: +46 31 42 88 53The Facility Agent:
    
    Svenska Handelsbanken AB (publ)RVCSE-405 40 GöteborgSwedenReference: RVC-STOLU854Telephone: +46 31 774 80 00Telefax: +46 31 774 83 08The Security Agent:
    
    Svenska Handelsbanken SAPO 678, LU-2016 Luxembourgwith a copy to the Facility Agent




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25.
    
    GOVERNING LAW AND JURISDICTION25.1
    
    Governing lawThis Agreement shall be governed by and construed in accordance with Swedish law.25.2
    
    Jurisdiction25.2.1
    
    Subject to Clause 25.2.2, the courts of Sweden shall have exclusive jurisdiction
over matters arising out of or in connection with this Agreement. The City Court of
Göteborg shall be court of first instance.25.2.2
    
    The submission to the jurisdiction of the courts of Sweden in Clause 25.2.1 shall
not limit the right of the Finance Parties to initiate proceedings against the
Borrower in any court which may otherwise exercise jurisdiction over the
Borrower or any of its assets.25.2.3
    
    The Borrower hereby irrevocably authorises and appoints Stena Finans AB, 405
19 Göteborg, as its agent in Sweden for the acceptance of service of legal
proceedings arising out of or connected with the Finance Documents; accordingly
service on such process agent shall be deemed to be service on the Borrower.
 
 IN WITNESS WHEREOF
 STENA ROYAL S.a.r.l.as Borrower/s/ Stephen Robert Clarkson

Name: Stephen Robert Clarkson




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SVENSKA HANDELSBANKEN AB (PUBL)as Facility Agent and Bank/s/
[ILLEGIBLE]
Name: [ILLEGIBLE]SVENSKA HANDELSBANKEN SAas Security Agent/s/
Hats Littorin

Name: Hats LittorinNORDEA BANK AB (PUBL)as Bank/s/
Bengt Zacharoff

Name: Bengt Zacharoff
 ACCEPTANCE
    /s/ Rolf Mahlkvist

Name: Rolf Mahlkvist




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Appendix 1
 The Banks and their Commitments
 Commitment
    
    PercentageName
    
    Address and fax number
    
    $
    
    %Nordea Bank
AB (publ)
    

Östra Hamngatan 16
SE-405 09 Göteborg
Sweden
Fax: 46 31 771 6470
Attention: Nordea
Shipping
Offshore and Oil Services
    
    
    175,000,000
    
    
    
    50Svenska Handelsbanken
AB (publ)
    

Östra Hamngatan 23
SE-405 40 Göteborg
Sweden
Fax: 46 31 774 8308
Attention: RVC-STOLU854
    
    
    175,000,000
    
    
    
    50Total
    
    
    350,000,000
    
    
    
    100




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Appendix 2
 Initial Conditions Precedent
 (A)
    
    This Agreement duly executed by the parties.(B)
    
    The Security Documents duly executed on behalf of the relevant parties thereto.(C)
    
    One (1) original of the Fee Letter duly executed on behalf of the parties thereto.(D)
    
    Legal opinions in form and substance acceptable to the Banks (or confirmation
satisfactory to the Banks that such legal opinions will be issued in form and
substance acceptable to them).




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Appendix 3
 Form of Drawdown Notice
 To:
    
    Svenska Handelsbanken AB (publ)
SE-405 40 Göteborg
Sweden
Attention: RVC-STOLU854
Fax. no. 0046-31 774 8308
  U.S.$375,000,000  Facility Agreement dated [      ]
      [Name of Borrower]




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Appendix 4
 Form of Compliance Certificate
 To:
    
    Svenska Handelsbanken AB (publ).From:
    
    [ The Borrower ]1.
    
    RELEVANT ACCOUNTS1.1
    
    We refer to Clause 16 (Financial covenants) and Clause 14.2.1 (c) (Financial
information) of the Facility Agreement and confirm that the following are accurate
computations prepared in accordance with the provisions of the Facility Agreement.1.2
    
    In the event this Certificate is delivered for the purpose of testing the Borrowers
satisfaction of the financial covenant pursuant to Clause 16.1.2 (a) of the Facility
Agreement, the computations are based on the [audited/unaudited] consolidated
[annual/interim] accounts of the Borrower for the [three months period/financial
year] ending on [              ] (the relevant Reference Date). Such accounts are attached
to this Certificate.2.
    
    FINANCIAL COVENANTS2.1
    
    Ratio of Equity to Total Assets2.1.1
    
    The following are the relevant figures on the Reference Date:
 (A)
    
    Restricted equity
    
    [ Amount ](B)
    
    Non-restricted equity
    
    [ Amount ](C)
    
    Subordinated loans
    
    [ Amount ](D)
    
    Totalt Assets
    
    [ Amount ]
 2.1.2
    
    The Ratio of Equity to Total Assets as of [ Reference Date ] is [ ] %.The covenant minimum is 30 %.3.
    
    REPRESENTATIONS AND WARRANTIES AND CONFIRMATIONS3.1
    
    We represent and warrant to the Finance Parties in the terms of Clause 13.1
(Representations and warranties) to be repeated in accordance with Clause 13.2
(Repetition of representations and warranties) of the Facility Agreement by
reference to the facts and circumstances existing at the date hereof.3.2
    
    We confirm that as of the date of this Certificate there is no Default outstanding.3.3
    
    We confirm that the outstanding claims with respect to the Inter Company Loans
are equal to or exceeds the aggregate amount of all outstanding Advancess.3.4
    
    Since [Date of latest Compliance Certificate] the following Subordinated Loans
have been made:




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[Subordinated Lender]
    
    [Amount of Subordinated Loan]
 3.4
    
    We confirm that all of the undertakings on our part in the Facility Agreement are
being complied with.
  IN
WITNESS WHEREOF,   
 [ Borrower]
 By:[Chief Financial Officer]




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Appendix 5
 Form of Assignment Certificate
 To:
    
    Svenska Handelsbanken AB (publ) as Facility Agent; and[            ] as BorrowerFrom:
    
    [The Existing Bank] and [The New Bank]Date:
    
    [          ]
 [     Borrowers name     ]
 USD 350,000,000 Facility Agreement
 Dated [       ]
 1.
    
    We refer to the above agreement between you as Facility Agent, the Borrower and
various other parties (the Agreement). Terms defined in the Agreement shall have
the same meaning in this Assignment Certificate.2.
    
    Pursuant to Clause 22 (Assignment) of the Agreement, we [The Existing Bank] (the
Existing Bank) and [The New Bank] (the New Bank) agree to the Existing Bank
assigning to the New Bank the Existing Banks rights and obligations under the
Finance Documents as and to the extent set out in the Schedule attached hereto and in
accordance with the provisions of the Facility Agreement and the other Finance
Documents, including [USD/SEK/EUR .... of] / [all of] the Existing Banks share of
the Advance[s] (together the Assigned Agreements), as if the New Bank had been an
Original Bank.3.
    
    The New Bank undertakes to be bound by and perform the relevant obligations in
accordance with the terms of the Assigned Agreements.4.
    
    The New Bank confirms the appointment of the Facility Agent and the Security Agent
to act as its agents in connection with the Assigned Agreements and the Security.5.
    
    [The New Bank acknowledges that the Assigned Agreements relate to Advances
which are due for repayment on a day falling after the date hereof and which have
been funded as to its relevant share thereof by the Existing Bank and in respect of
which the Existing Bank has incurred and continues to incur funding costs at an
annual rate of interest per annum approximate to the relevant rate of
LIBOR/STIBOR/EURIBOR for each such Advance as determined by the Facility




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Agent prior to the drawdown thereof. In consideration of the Existing Bank agreeing to
assign the Assigned Agreements to the New Bank, the New Bank undertakes that upon the
repayment date for each such Advance, the New Bank will pay to the Existing Bank a sum in
USD/SEK/EUR for value on such repayment date equal to the aggregate of:
 (A)
    
    the amount of principal repaid to the New Bank under the Agreement in
respect of the share of such Advance assigned by the Existing Bank to the
New Bank under this Assignment Certificate;(B)
    
    the amount of all interest received by the New Bank under the Agreement in
respect of the share of such Advance assigned by the Existing Bank to the
New Bank under this Assignment Certificate which is attributable to
LIBOR/STIBOR/EURIBOR (i.e. so that it excludes that part of such interest
which is attributable to the Margin), and(C)
    
    the amount of all interest received by by the New Bank under the Agreement
in respect of the share of such Advance assigned by the Existing Bank to the
New Bank under this Assignment Certificate which has accrued during the
period from the relevant drawdown date up to (but excluding) the specified
date for the assignment pursuant to Section 7 hereof and which is
attributable to the Margin.
 By its execution of this Assignment Certificate the New Bank hereby irrevocably and
unconditionally authorises and instincts the Facility Agent to effect on its behalf the
payments to be made to the Existing Bank as referred to in this Section 5 from the
corresponding payments of interest and repayment of principal received by it on behalf of
the Banks under the Agreement.]6.
    
    The Existing Bank makes no representations or warranties and assumes no
responsibility with the respect to the legality, validity or enforceability of the Assigned
Agreements or any document relating thereto and assumes no responsibility for the
financial condition of the Borrower or any Bank.7.
    
    The specified date for the assignment is [ Date ].8.
    
    The Facility Office and address for notices of the New Bank are set out in the
Schedule.9.
    
    This Assignment Certificate shall be governed by and construed in accordance with
Swedish law. The courts of Sweden shall have exclusive jurisdiction over matters
arising out of or in connection with this Assignment Certificate. The City Court of
Göteborg shall be the court of first instance.




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The Schedule
   [Place and date]
    
    [Place and date][EXISTING BANK]
    
    [NEW BANK]Name
    
    NameFacility Office:[            ]Address for notices:[            ]
 
 Acknowledged and approved:[The Borrower][Authorised signatories]