exv4w3





 Material marked [*] has been omitted pursuant to a request for confidential treatment. This
material has been filed with the Commission separately.







USD 4,000,000,000




COMMITTED BUY/SELL BACK FACILITY AGREEMENT




between




EKSPORTFINANS ASA




as Company




and




DANSKE BANK A/S




DnB NOR BANK ASA




NORDEA BANK NORGE ASA




as Banks and Mandated Lead Arrangers




and




DnB NOR BANK ASA




as Agent




DATED 25 June 2008




 






This Committed Buy/Sell Back Facility Agreement (the “Agreement”) is made as of 25 June 2008



between:





	(1)	 	EKSPORTFINANS ASA of Dronning Mauds gate 15, N-0250 Oslo, Norway,
	 
		 	organisation NO 816 521 432
	 
	 	 	(the “Company”); and
	 
	(2)	 	DnB NOR BANK ASA of Stranden 21, N-0021 Oslo, Norway,
	 
		 	organisation NO 984 851 006,
	 
	(3)	 	DANSKE BANK A/S of Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark,
	 
	 	 	CVR No. 61 12 62 28.
	 
	(4)	 	NORDEA BANK NORGE ASA of Middeltunsgate 17, N-0368 Oslo, Norway,
	 
		 	organisation NO 911 044 110,
	 
	 	 	(each a “Bank” and “Mandated Lead Arranger” and together the “Banks” and “Mandated Lead
Arrangers”); and
	 
	(5)	 	DnB NOR BANK ASA of Stranden 21, N-0021 Oslo, Norway
	 
	 	 	(as the “Agent”).





1. DEFINITIONS




	 	 	 
	Affiliate:

	 	means a Subsidiary or a Holding Company of a person or any
other Subsidiary of that Holding Company.
	 
	 	 
	Banking Day:

	 	means a day upon which commercial banks are open for
Transactions contemplated by this Agreement in Oslo and
Copenhagen.
	 
	 	 
	Business Day

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Commitment:

	 	means in relation to each Bank, an amount in USD equivalent
to each Bank’s share of the Facility Amount.
	 
	 	 
	Confirmation:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Default Notice

	 	Means a written notice served under Clause 10 of this
Agreement stating that an event shall be treated as an
Event of Default for the purposes of this Agreement.






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	ECB:

	 	means the European Central Bank; the central bank for
Europe’s single currency, the euro; a legal
personality under public international law, which
legal basis for the single monetary policy is the
Treaty on the European Union 92/C 191/01 establishing
the European Community and the Statute of the European
System of Central Banks and of the European Central
Bank.
	 
	 	 
	Eligible Securities:

	 	means
	 
	 	 
	 

	 	(a) FRNs with a maximum maturity of 5 years and a
minimum S&P, Moody’s or Fitch rating of AA (or such
other rating being equivalent thereto) subject to such
securities being eligible as collateral in ECB or
Norges Bank, or
	 
	 	 
	 

	 	(b) Residential Mortgage Backed Securities with a
maximum WAL of 5 years and a S&P, Moody’s or Fitch
rating of AAA (or such other rating being equivalent
thereto) subject to such securities being eligible as
collateral in the ECB.
	 
	 	 
	Event of Default

	 	Has the meaning defined in Clause 10 of this Agreement.
	 
	 	 
	Facility:

	 	Means this committed buy/sell back facility.
	 
	 	 
	Facility Amount:

	 	means USD 4,000,000,000.
	 
	 	 
	Facility Availability Period:

	 	means the period commencing on the Facility
Commencement Date and ending on the Facility
Termination Date.
	 
	 	 
	Facility Commencement Date:

	 	means the date that this Agreement has been signed by
all the parties.
	 
	 	 
	Facility Document:

	 	means this Agreement; the Master Repurchase
Agreements; and any other document designated in
writing as such by the Company and the Agent acting
for and on behalf of all the Banks.
	 
	 	 
	Facility Termination Date:

	 	means the date falling 364 days from the Facility
Commencement Date.






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	Fitch:

	 	means Fitch Ratings Ltd., a wholly owned subsidiary of Fimalac
SA., or any successor to its rating agency function.
	 
	 	 
	FRN:

	 	means floating-rate note, a note with a variable interest rate.
	 
	 	 
	Funding Request Notice:

	 	means a request substantially in the form of Exhibit 2 of this
Agreement to be sent to the Agent (with an immediate e-mail
copy to each of the Banks, according to the provisions of
Clause 4 of this Agreement.
	 
	 	 
	Holding Company:

	 	of any other person, means a company in respect of which that
other person is a Subsidiary.
	 
	 	 
	Illegality Event

	 	has the meaning set forth in Clause 9 of this Agreement.
	 
	 	 
	Libor:

	 	means in relation to any sum in USD for any Transaction, the
London Inter Bank Offered Rate in respect of USD for the
period equal to the tenor of that Transaction as quoted on
Page BBAM on the Bloomberg Service (or such other page as may
replace Page BBAM on that service) as of 11:00 am London time,
on the date on which it is to be determined; or if there is no
period equal to the tenor of that Transaction quoted on Page
BBAM, the interpolated rate of the rates so quoted for the
periods shorter and longer than the tenor of that Transaction.
	 
	 	 
	Majority Banks:

	 	means Banks representing more than 66 2/3 % of the outstanding
amounts under the Facility from time to time, or, if no
principal amount is outstanding hereunder at that time, Banks
representing more than 66 2/3 % of the Facility Amount from
time to time.
	 
	 	 
	Margin Ratio:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Market Value:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Master Repurchase Agreements:

	 	means the TBMA/ISMA Global Master Repurchase Agreements (2000
Version) each including Annex I, Annex II, Buy/Sell Back
Annex and Annex III (Commitment Annex) (substantially in the
forms enclosed as Exhibit 3 of this Agreement) entered into
between the






4









 






	 	 	 
	 

	 	Company and each of the Banks.
	 
	 	 
	Moody’s:

	 	means Moody’s Investor Services Inc., or any successor to its
rating agency function.
	 
	 	 
	Norges Bank:

	 	means the central bank of Norway; a separate legal entity
owned by the state of Norway; performing activities regulated
by Act no. 28 of 24 May 1985 relating to Norges Bank and the
monetary system (the “Norges Bank Act”).
	 
	 	 
	Pricing Rate:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Purchase Date:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Purchase Price:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Repurchase Date:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Repurchase Transaction:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	S&P:

	 	means Standard & Poor’s Rating Services, a division of The
McGraw-Hill Companies Inc., or any successor to its rating
agency function.
	 
	 	 
	Subsidiary:

	 	means an entity of which a person has direct or indirect
control or owns directly or indirectly more than 50 per cent.
of the voting capital or similar right of ownership and
"control” for this purpose means the power to direct the
management and the policies of the entity whether through the
ownership of voting capital, by contract or otherwise.
	 
	 	 
	Term:

	 	has the meaning defined in the Master Repurchase Agreements.
	 
	 	 
	Transaction:

	 	means a Buy/Sell Back Transaction as defined in the Master
Repurchase Agreements.
	 
	 	 
	USD

	 	means US Dollars, the lawful currency for the time being of
the United States of America.
	 
	 	 
	WAL

	 	means weighted average life.







5










 





2. THE FACILITY




Subject to, and on the terms and conditions of this Agreement and the Master Purchase Agreements,
the Banks confirm their commitment to make available to the Company a committed buy/sell back
facility equal to the Facility Amount.



During the Facility Availability Period the Company may request funding under the Facility by
delivery to the Agent of a duly completed Funding Request Notice as set out in Clause 4 (Funding
Request Notice) below. If the conditions set out in this Agreement have been met, each Bank agrees
to make its participation in each such funding available in an amount not to exceed its respective
Commitment through each of the Banks, separately, by entering into Buy/Sell Back Transactions and
thereby purchasing pursuant to its respective Master Repurchase Agreement securities qualifying as
Eligible Securities.



The Company shall apply the funding for general working capital purposes. The Company may utilise
the Facility on a revolving basis, such that any amount “repaid” may be “redrawn” by the Company
during the Facility Availability Period. The Banks shall participate in the Facility, in each
funding under the Facility and in the purchase of the types and proportions of the Eligible
Securities which are the subject of the Transactions to be entered into pursuant to a funding
request, on a pro-rata and several basis equal to its respective share of the Facility Amount as
listed in Exhibit 1 to this Agreement. No Bank shall have the amount of its participation increased
or reduced as a result of the failure of any other Bank to provide the amount of its participation.



3. MAIN TERMS OF THE REPURCHASE TRANSACTIONS




The maximum Term of any Transaction under the Repurchase Master Agreement shall be ninety (90)
days. No Transaction shall have a Repurchase Date falling after the Facility Termination Date.



The Purchase Price of any Transaction shall be in USD and the Pricing Rate shall be Libor plus
[*] % per annum.



The minimum Purchase Price of each Transaction shall be USD 10,000,000 and the Purchase Price shall
be an integral multiple of USD 1,000,000.



The Margin Ratio for each Transaction shall at any time be [*] % in respect of any and all Eligible
Securities. Thus the Market Value of the Eligible Securities to be transferred shall be at least
equal to [*] % of the Purchase Price. Margin maintenance shall take place in accordance with
paragraph 4 of the relevant Master Repurchase Agreement.



The Company may upon ten (10) Banking Days prior written notice to the Agent request termination of
any Transaction subject, in respect of each Transaction, to prior written agreement by the Agent,
acting on behalf of and with the consent of all the Banks.



4. FUNDING REQUEST NOTICE




The Company shall when requesting funding under the Facility provide the Agent with a duly
completed irrevocable written Funding Request Notice substantially in the form of Exhibit 2
attached hereto.



Such Funding Request Notice shall be delivered to the Agent by the Company not later than 10.00
a.m. Oslo Time on each proposed Purchase Date.



Upon receiving such funding request from the Company, the Agent shall promptly give notice to each
Bank hereunder and specify each of the Banks’ participation in the funding request, the Eligible
Securities to be purchased by each of the Banks and the Purchase Price.



6









 





After receiving such notice from the Agent each of the Banks shall separately enter into a Buy/Sell
Back Transaction with the Company under its Master Repurchase Agreement representing its specified
pro-rata share of the transaction requested by the Company in the Funding Request Notice.



Each Bank shall separately provide a Confirmation to the Company of any Buy/Sell Back Transaction
completed. Each Bank shall also provide a copy of such Confirmation to the Agent.



5. CONDITIONS PRECEDENT




The Banks’ obligations above are subject to the following conditions being satisfied:



A. the Agent shall have received not less than five (5) Banking Days prior to the first Funding
Request Notice the following in form and content satisfactory to it:




	 	i.	 	a counterpart of this Agreement duly signed on behalf of the Company and each of
the Banks, the Mandated Lead Arrangers and the Agent;
	 
	 	ii.	 	a counterpart of each of the Master Repurchase Agreements between each of the
Banks and the Company duly signed on behalf of the parties thereto;
	 
	 	iii.	 	a company certificate evidencing that the Company is duly registered as a public
limited liability company;
	 
	 	iv.	 	a copy of the Company’s articles of association;
	 
	 	v.	 	a copy of the resolution of the board of directors of the Company approving the
execution and performance by the Company of this Agreement and the Master Repurchase
Agreements and specifying the persons authorised to sign this Agreement and the Master
Repurchase Agreements and any relevant Funding Request Notices, Confirmations etc. on
its behalf;
	 
	 	vi.	 	legal opinion(s) from the Company’s counsel in form and with a content
satisfactory to the Banks addressing questions of circumstances of relevance to the
Facility or the Master Repurchase Agreements, including but not limited to a legal
opinion on the Company’s capacity and authority in respect of entering into as well as
the validity and enforceability of the Master Repurchase Agreements.





B. The obligations of the Banks to enter into Transactions under the Master Repurchase Agreements
are subject to the further conditions precedent that on the Purchase Date of any Transaction:




	 	vii.	 	the Company has confirmed to the Agent acting for and on behalf of the Banks that
it is in compliance with the terms of this Agreement and that no Default (as defined in
the Master Repurchase Agreements), Tax Event (as described in paragraph 11 of the Master
Repurchase Agreements) or Illegality Event has occurred and is outstanding or would
result from the Transaction
	 
	 	viii.	 	the Agent has notified each of the Banks of the Purchase Price to be paid by it
as a Buyer (as defined in each Bank’s respective Master Repurchase Agreement with the
Company) and the Eligible Securities to be delivered to it under the relevant
Transaction;




7









 












	 	ix.	 	the representations and warranties made, repeated or deemed to be repeated under
paragraph 9 of the Master Repurchase Agreements and under Clause 8 of this Agreement are
correct in all material respects;
	 
	 	x.	 	no Default (as defined in the Master Repurchase Agreements), Tax Event (as
described in paragraph 11 of the Master Repurchase Agreements) or Illegality Event is
outstanding or would result from the Transaction; and
	 
	 	xi.	 	the Purchased Securities (as defined in the Master Repurchase Agreements) qualify
as Eligible Securities.
	 
	 	xii.	 	the minimum Purchase Price of the Transaction is USD 10,000,000 and the Purchase
Price is an integral multiple of USD 1,000,000.





C. the Agent shall have received not later than 10:00 a.m. Oslo time on each proposed Purchase Date
an irrevocable written Funding Request Notice substantially in the form of Exhibit 2 attached
hereto.



6. CANCELLATION OF UNDRAWN AMOUNTS BY THE COMPANY




The Company may cancel any undrawn amount of the Facility Amount in whole or in part (but if in
part, in minimum amounts of USD 10,000,000 and integral multiples of USD 1,000,000) by giving not
less than ten (10) Banking Days irrevocable prior written notice of such cancellation to the Agent.
Any cancellation in part will be applied against the Commitment of each Bank pro rata.



7. REPRESENTATIONS AND WARRANTIES




In addition to the representations and warranties set forth in the Master Repurchase Agreements,
the following representations and warranties are made by the Company to the Agent and the Banks
upon entering into this Agreement and such representations and undertakings shall be deemed to be
repeated in accordance with paragraph 9 of the Master Repurchase Agreement on the date of each
Funding Request Notice, on each Purchase Date and on each Repurchase Date in each case by reference
to the circumstances then existing:



(i) it is duly formed and validly existing under the laws of Norway and has the power and has
obtained all necessary consents for the execution and performance of this Agreement;



(ii) this Agreement constitutes, and those of the Master Repurchase Agreements will upon execution
constitute legal valid, binding and enforceable obligations of the Company, and the execution and
performance of this Agreement and the Master Repurchase Agreements do not and will not contravene
any applicable law, order, regulation or restriction of any kind, including contractual
restrictions, binding on the Company;



(iii) it is not to the best of its knowledge (having made reasonable enquiries) in default under
any other agreement to which it is a party, nor is it to the best of its knowledge (having made
reasonable enquiries) in default in respect of any financial commitment or obligation, and entering
into this Agreement and the Master Repurchase Agreements will not result in any breach of any terms
of any other material agreements or financial commitment;



(iv) all authorisations required or advisable in connection with the entry into, performance,
validity and enforceability of this Agreement and the Master Repurchase Agreements and the
Transactions contemplated herein have been obtained or effected and are in full force and effect;



(v) it is not necessary under the laws of its jurisdiction of organization:



8









 






(a) in order to enable the other party to enforce its rights under any Facility Document; or




(b) by reason of its execution of any Facility Document or the performance by it of its
obligations under any Facility Document,




that it should be licensed, qualified or otherwise entitled to carry on business in its
jurisdiction of organization;



(vi) the entry into and performance by the Company of, and the transactions contemplated by
this Agreement and the Master Repurchase Agreements do not and will not result in the creation or
imposition of any encumbrance on any of its assets pursuant to the provisions of any such agreement
or document;



(viii) the Company is not party to, nor is it aware of any (nor any pending or threatened)
actions, suits or proceedings which are reasonably likely to be adversely determined and, if so
adversely determined, would adversely affect its ability to perform its obligations under this
Agreement and each of the Master Repurchase Agreements;



(ix) the Company’s payment obligations under this Agreement and under the Master Repurchase
Agreements rank at least pari passu with all other present and future unsecured and unsubordinated
payment obligations, except for obligations mandatorily preferred by law;



(x) the entry into this Agreement as well as any Master Repurchase Agreement and the performance by
the Company of its obligations under each of this Agreement and any Master Repurchase Agreement
does not and will not breach any negative pledge, non-disposal covenant or other restriction
binding on the Company.



The Company undertakes to the Agent and the Banks that during the Facility Availability Period
and/or so long as any part of the Facility Amount is being utilised it will promptly inform the
Agent on behalf of the Banks of any occurrence of which it becomes aware which in its reasonable
opinion might adversely affect its ability to perform its obligations hereunder or under any of the
Master Repurchase Agreements or constitute an event of default under this Agreement or any Master
Repurchase Agreement;



The Company furthermore agrees that it will deliver to the Agent, acting for and on behalf of the
Banks, the following documents by the dates indicated below:



	 	 	 
	Form/Document/Certificate	 	Date by which to be delivered
	The audited annual financial statements of the Company.

	 	Without undue delay upon such
information becoming available but
in any event within 120 days after
the end of the relevant financial
period.
	 
	The audited (or, to the extent audited accounts are
not produced, unaudited) semi-annual and quarterly
financial statements of the Company.

	 	Without undue delay upon such
information becoming available but
in any event within 60 days after
the end of the relevant financial
period.
	 
	Such information about the Company’s business and
financial condition and any document, form or
certificate as each of the Banks may reasonably
require to the extent that delivery by the Company to
the Banks is not prohibited by law or regulation.

	 	Upon request from any of the Banks.






9









 






8. FEES AND EXPENSES




In addition to any payment obligations under the Master Repurchase Agreements the Company shall pay
the following fees and expenses to the Mandated Lead Arrangers, the Banks and the Agent as
specified:




	 	1.	 	to each Bank, on the Facility Commencement Date, an up-front fee in USD equal to [*]
% of each Bank’s Commitment;
	 
	 	2.	 	to the Banks, from (and including) the Facility Commencement Date to (and including)
the Facility Termination Date a commitment fee in USD computed at a rate equal to [*] %
p.a. in respect of the unutilised and uncancelled portion of the Facility Amount and
calculated on the basis of the actual number of days elapsed and a year of 360 days; such
commitment fee to be payable quarterly in arrears commencing on the date three (3) Months
after the Facility Commencement Date and thereafter on the last day of each successive
period of three (3) months and on the Facility Termination Date and on the cancelled amount
of the Commitment at the time any other cancellation takes effect in respect of the
Commitment and to be distributed among the Banks in proportion to the Share of Commitment
of each Bank, as set forth in Exhibit 1 of this Agreement;
	 
	 	3.	 	to the Agent (for its own account), the Company shall pay an agency fee in the amount
and at the times agreed in the Fee Letter;
	 
	 	4.	 	to the Mandated Lead Arrangers, the Company shall pay an arrangement fee in the amount
agreed in the Fee Letter;
	 
	 	5.	 	upon demand, all reasonable “out of pocket” expenses incurred by the Agent and the
Banks in connection with the preparation, execution or in connection with the preservation
or enforcement of any rights hereunder.





The Agent shall monitor and calculate the fees due under this Clause 8 (1), (2), (3) and (4) and
shall instruct the Company to pay such fees directly to each of the Banks in accordance with their
relative participation in the Facility as listed in Exhibit 1 of this Agreement.



9. EVENTS OF DEFAULT




The Banks and the Agent, acting for and on behalf of the Banks, may without notice terminate this
Agreement if any of the following events (each an “Event of Default”) occurs:




	 	1.	 	if an Event of Default (as defined in the Master Repurchase Agreements) occurs under
any of the Master Repurchase Agreements; or
	 
	 	2.	 	if the Company fails for more than 10 days to pay any sum due under this Agreement on
the due date or fails for a period of 30 days to comply with any other obligation under
this agree and any of the Banks or the Agent, acting for and on behalf of the Banks, serves
a Default Notice on the Company; or
	 
	 	3.	 	if any representation made by the Company in this Agreement or in any notice,
certificate or statement delivered or made pursuant hereto proves to have been incorrect or
untrue in any material respect when made or repeated or deemed to have been made or
repeated and any of the Banks or the Agent, acting for and on behalf of the Banks, serves a
Default Notice on the Company; or




10









 












	 	4.	 	if any indebtedness in respect of borrowed money or guarantee liabilities of the
Company is not paid when due (after any applicable grace periods) or becomes due prior to
the specified payment date by reason of default and any of the Banks or the Agent, acting
for and on behalf of the Banks, serves a Default Notice on the Company; or
	 
	 	5.	 	if a distress or other execution is levied upon or against any substantial part of the
assets of the Company and is not discharged within thirty (30) days and any of the Banks or
the Agent, acting for and on behalf of the Banks, serves a Default Notice on the Company;
or
	 
	 	6.	 	if the Company is unable or admits in writing its inability to pay its lawful debts as
they mature, or makes a general assignment for the benefit of its creditors and any of the
Banks or the Agent, acting for and on behalf of the Banks, serves a Default Notice on the
Company; or
	 
	 	7.	 	if any proceedings are commenced in or any order or judgment is given by any court for
the liquidation, winding-up or reorganisation of the Company or for the appointment of a
receiver, trustee or liquidator of the Company or all or any part of its assets (save for
the purpose of amalgamation or reorganisation not involving insolvency, the terms of which
shall have received the prior written approval of the Agent acting on behalf of the Banks)
and is not discharged within thirty (30) days and any of the Banks or the Agent, acting for
and on behalf of the Banks, serves a Default Notice on the Company; or
	 
	 	8.	 	if the Company ceases or threatens to cease to carry on its business or disposes or
threatens to dispose of a substantial part of its assets or the same are seized or
appropriated for any reason and any of the Banks or the Agent, acting for and on behalf of
the Banks, serves a Default Notice on the Company; or
	 
	 	9.	 	if any consent required for the performance by the Company of its obligations hereunder
is revoked or is otherwise modified in a manner unacceptable to the Agent and any of the
Banks or the Agent, acting for and on behalf of the Banks, serves a Default Notice on the
Company.





Any termination pursuant to this Clause 9 (1) — (10) above by one or more of the parties shall in
itself constitute an Event of Default giving the remaining parties the right to terminate this
Agreement.



The Banks and the Agent, acting for and on behalf of the Banks, may furthermore without notice
terminate this Agreement if it becomes unlawful, as a result of the introduction of or change in
law or regulation (including any change in its official interpretation or application) after the
date of this Agreement, in any relevant jurisdiction for a Bank to maintain its Commitment or for a
Bank to fund or maintain a Transaction (which party will be the Affected Party), then (the
occurrence of such unlawfulness being an “Illegality Event”):



(i) the Affected Party must notify the non-Affected Parties of the illegality;




(ii) following such notification, the Commitment of the Affected Party shall immediately and
automatically be cancelled; and



(iii) within 5 Business Days following such notification, the Company shall pay to the Affected
Party the Repurchase Price (as defined in the Master Repurchase Agreement between the Affected
Party and the Company) under each outstanding Transaction together with all other amounts payable
by the Company to the Affected party under the Agreement and the Affected Party shall transfer to
the Company Equivalent Securities together with all other amounts payable by the Affected Party to
the Company under the Agreement which the Affected Party would have been



11









 







obliged to transfer if the Repurchase Date for all the relevant Transactions was advanced to that
date



10. ROLE OF THE AGENT AND OTHER PARTIES




Each Bank appoints the Agent to act as its agent under and in connection with the Facility
Documents.Each Bank authorises the Agent to exercise such rights, powers, authorities and
discretions specifically delegated to it under or in connection with the Facility Documents
together with all such rights, powers and authorities as are reasonably incidental thereto.The
relationship between the Agent and each Bank is that of agent and principal only, and nothing
herein shall impose on the Agent any duties or obligations other than those for which express
provision is made herein.The Agent shall promptly advise each Bank of any notice received by it
from the Company and shall promptly forward to each Bank the original or a copy of any document
which is delivered to the Agent for that Bank by the Company. The Agent shall not be under any
obligation towards any Bank to ascertain or enquire as to the performance or observance of any of
the terms or conditions of this Agreement or of the Master Repurchase Agreements to be performed or
observed by any other party hereto or thereto.Each Bank shall indemnify, to the extent not
reimbursed by the Company, the Agent rateably according to its Commitment against any loss,
expenses (including legal fees) or liability (except such as results from the Agent’s own gross
negligence or wilful misconduct), which the Agent may suffer or incur in connection with the
implementation, administration or enforcement of this Agreement or any Master Repurchase
Agreement.In performing its duties and exercising its powers hereunder the Agent will be entitled
to rely on:(i) 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 and signed; and (ii) the opinions and statements
of any professional advisers selected by it in connection herewith, and the Agent shall not be
liable to any other party hereto for any consequence of any such reliance.The Agent takes no
responsibility for the truth of any representations made herein or for the adequacy or
enforceability of this Agreement and neither the Agent (except in the case of gross negligence or
wilful misconduct) nor any of its directors, officers or employees shall be liable for any action
taken or omitted by it or any of them. Each Bank acknowledges that it has taken and will take such
independent action and make such investigations as it deems necessary to inform itself as to the
financial condition and affairs of the Company.



Each Bank shall be responsible for making its own assessment of the financial condition and affairs
of the Company in connection with the making and continuance of the funding under this Agreement
and has made its own appraisal of the creditworthiness of the Company.



Unless a contrary indication appears in a Facility Document, the Agent shall





	(i)	 	exercise any right, power, authority or discretion vested in it as Agent in accordance with
any instructions given to it by the Majority Banks (or, if so instructed by the Majority
Banks, refrain from exercising any right, power, authority or discretion vested in it as
Agent); and
	 
	(ii)	 	not be liable for any act (or omission) if it acts (or refrains from taking any action) in
accordance with an instruction of the Majority Banks.





Unless a contrary indication appears in a Facility Document, any instructions given by the Majority
Banks will be binding on all parties.



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



In the absence of instructions from the Banks the Agent may act (or refrain from taking action) as
it considers to be in the best interest of the Banks.



12









 





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



Except as specifically provided in the Facility Documents the Mandated Lead Arrangers have no
obligation of any kind to any other party in connection with any Facility Document.



The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other
parties and the Company.



Alternatively the Agent may resign by giving notice to the other parties and the Company, in which
case the Majority Banks (after consultation with the Company) may appoint a successor Agent.



If the Majority Banks have not appointed a successor Agent within thirty (30) days after notice of
resignation was given, the Agent (after consultation with the Company) may appoint a successor
Agent (acting through an office in the European Union).



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



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



Upon the appointment of a successor, the retiring Agent shall be discharged from any further
obligation in respect of the Facility Documents. Its successor and each of the other parties shall
have the same rights and obligations amongst themselves as they would have had if such successor
had been an original party.



After consultation with the Company, the Majority Banks may, by notice to the Agent, require it to
resign. In this event, the Agent shall resign as set out above.



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



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



11. NOTICES




Any notice under this Agreement to the Agent and the Banks shall be in writing and may be given or
made by letter or facsimile with an immediate e-mail copy to the respective addresses of the Agent
and the Banks as listed in Exhibit 1 hereto. Notices to the Company may be given or made by letter
or facsimile to Eksportfinans ASA, Dronnings Mauds gate 15, N-0250 Oslo, Facsimile no. 22 01 22 02,
Attn: Back Office/Internbanken, with an immediate e-mail copy to back@eksportfinans.no. Any
communication by facsimile or e-mail from the Company to the Agent shall be confirmed by letter if
so requested by the Agent. No failure or delay on the part of the Agent or the Banks to exercise
any power or right under this Agreement or the Master Repurchase Agreement shall operate as a
waiver thereof or of any other power or right. The remedies provided herein are cumulative and are
not exclusive of any remedies provided by law.



13









 





12. THIRD PARTY RIGHTS




No person shall have any right to enforce any provision of this Agreement under the Contracts
(Rights of Third Parties) Act 1999.



13. GOVERNING LAW AND JURISDICTION




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



For the benefit of the Agent and each Bank the Company agrees that the courts of England have
jurisdiction to settle any disputes in connection with this Agreement, and the Company accordingly
irrevocably submits to the non-exclusive jurisdiction of the English courts. Nothing in this Clause
shall limit the right of the Agent or any Bank to start proceedings against the Company in any
other court of competent jurisdiction.



In the event of any inconsistencies between this Agreement and the Master Repurchase Agreements,
this Agreement shall prevail.



The Parties Appoint the persons identified in Exhibit 1 hereto as its agent to receive on its
behalf service of process in such courts. If such person ceases to be its agent, Party A shall
promptly appoint, and notify the other parties of the identity of, a new agent in England.




14











 





EXHIBIT 1



The Banks, their share of ownership of the Company and their Commitment under the Facility:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SHARE OF	 	SHARE OF	 	 	 	 
	Banks	 	ADDRESS FOR NOTICES	 	OWNERSHIP	 	COMMITMENT	 	COMMITMENT	 	Process Agent, cf.
	DnB NOR Bank ASA
	 	DnB NOR Bank ASA 

Stranden 21

N-0021 Oslo 

Norway 

Attn: Loan Administration 

Facsimile: +47 22 31 86 43

E-mail: erik.brakke@dnbnor.no,
sindre.noss@dnbnor.no and
asmund.midttun@dnbnor.no

	 		40.00
	%	 		56.10
	%	 	USD	 2,244,039,270.69
		 	DnB NOR Bank
London Branch
20 St. Dunstan’s Hill
London EC3R 8HY
	 
	Nordea Bank Norge

ASA
	 	Nordea Bank Norge ASA 

Middelhunsgate 17

N-0368 Oslo 

Norway 

Attn: Petter Ivar Germundson 

Facsimile: +47 22 56 82 25

E-mail:

petter.ivar.germundson@nordea.com

	 		23.21
	%	 		32.55
	%	 	USD	 1,302,103,786.82
		 	Nordea Bank Finland Plc,

London Branch

8th floor, City Place House

55 Basinghall Street

GB-London EC2V 5NB
	 
	Danske Bank A/S
	 	Danske Bank A/S 

Holmens Kanal 2-12

DK-1092 Copenhagen K Denmark 

Attn: Specialised Credits (4754) and
Danske Markets Legal (4676) 

Facsimile: +45 45 12 87 22

E-mail: specialisedcredits@
danskebank.dk and 


4676legal@danskebank.dk

	 		8.09
	%	 		11.35
	%	 	USD	 453,856,942.50
		 	Danske Bank A/S

London Branch

75 King Williams Street

London EC4N 7DT
	 
	Total
	 	 

	 		71.30
	%	 		100.00
	%	 	USD	 4,000,000,000.00		 	 
	 
	Other
	 	 

	 		28.70 	%	 		 		 		 		 	 






15









 






EXHIBIT 2




Form of Funding Request Notice




	 	 	 
	From:

	 	Eksportfinans ASA
	 
	 	 
	To:

	 	DnB NOR Bank ASA as Agent on behalf of the Banks
	 
	 	 
	Attention:

	 	Loan Administration
	 
	 	 
	Facsimile:

	 	+47 22 31 86 43
	 
	 	 
	E-mail:

	 	[ ]







Date:                                         




Dear Sirs,




USD 4,000,000,000 Committed Buy/Sell Back Facility Agreement (the “Agreement”) dated [DD
Month] 2008 — Funding Request Notice




We refer to the Agreement made between inter alia ourselves as Company and DnB NOR Bank ASA
as Agent. Terms defined in the Agreement shall have the same meaning in this funding request
notice.




We hereby give you irrevocable notice that pursuant to the Agreement we request funding upon
the terms and subject to the conditions contained therein through the sale of Securities
pursuant to the following suggested terms (as defined in the Master Repurchase Agreement):




	 	•	 	Purchased Securities [state type[s] and nominal value[s]:
	 
	 	•	 	CUSIP, ISIN, or other identifying number[s]:
	 
	 	•	 	Purchase Date:
	 
	 	•	 	Purchase Price:
	 
	 	•	 	Repurchase Date:
	 
	 	•	 	Pricing Rate:
	 
	 	•	 	Sell Back Price:
	 
	 	•	 	Seller’s Bank Account[s] Details:






We await each Bank’s Confirmation of the Buy/Sell Back Transaction entered into with the
Company.




We confirm that Eksportfinans ASA is in compliance with the undertakings of the Agreement
and that as of today no event has occurred, which with or without notice and/or lapse of
time would constitute an Event of Default under the Agreement or the Master Repurchase
Agreements, a Tax Event (as described in paragraph 11 of the Master Repurchase Agreements)
or an Illegality Event (as defined in paragraph 9 of the Agreement).



16









 




In the event that funding does not take place on the aforementioned date, by reasons beyond the
control of the Agent and/or the Banks, we hereby undertake to reimburse you as Agent and each of
the Banks for any and all costs incurred, including but not limited to interest.A copy of this
funding request notice has also been sent by e-mail to
erik.brakke@dnbnor.no, sindre.noss@dnbnor.no
and asmund.midttun@dnbnor.no.




	 	 	 	 	 
	 	Yours faithfully



for and on behalf of

 	 
	 	 
 	 
	 	(authorised officer) 	 
	 	 	 



17









 






	 	 	 	 	 



EXHIBIT 3




The Master Repurchase Agreement(s)





18











 





SIGNATORIES



	 	 	 	 	 	 	 
	The Company	 	 
	 	 	 	 	 	 
	 
	EKSPORTFINANS ASA	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 
	The Mandated Lead Arrangers	 	 
	 	 	 	 	 	 
	 
	DnB NOR BANK ASA	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 
	 	 	 	 	 	 
	 
	DANSKE BANK A/S	 	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 
	NORDEA BANK NORGE ASA	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 






19









 






	 	 	 	 	 	 	 
	The Banks	 	 
	 	 	 	 	 	 
	 
	DnB NOR BANK ASA	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 
	DANSKE BANK A/S	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 
	NORDEA BANK NORGE ASA	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 
	The Agent	 	 
	 	 	 	 	 	 
	 
	DnB NOR BANK ASA	 	 
	 	 	 	 	 	 
	 
	By	 	 	 

	 
	 	 	Name in block letters	 	 	 	 
	 	 	Title  
	 
	 







20