Exhibit 4.7


	 	ISMA
	The Bond Market Association	International Securities Market Association
	New York - Washington - London	Rigistrasse 60, P.O. Box, CH-8033, Zurich
	www. bondmarkets.com	www.isma.org


2000
VERSION


TBMA/ISMA

GLOBAL MASTER REPURCHASE AGREEMENT


Dated as of 22 February
2012


Between:


DNB Bank ASA 

("Party
A")


and


Eksportfinans ASA

("Party B")


1. Applicability


	(a)		From time to time the parties hereto may enter into transactions in which one party,
                                                                                                                          acting through a Designated Office, ("Seller") agrees to sell to the other, acting through a Designated Office,
                                                                                                                          ("Buyer") securities and financial instruments ("Securities") (subject to paragraph 1 (c), other than
                                                                                                                          equities and Net Paying Securities) against the payment of the purchase price by Buyer to Seller, with a
                                                                                                                          simultaneous agreement by Buyer to sell to Seller Securities equivalent to such Securities at a date certain or on demand
                                                                                                                          against the payment of the repurchase price by Seller to Buyer.



	(b)		Each such transaction (which may be a repurchase
transaction ("Repurchase Transaction") or a buy and sell back transaction ("Buy/Sell Back Transaction") shall
be referred to herein as a "Transaction" and shall be governed by this Agreement, including any supplemental terms or
conditions contained in Annex I hereto, unless otherwise agreed in writing.



	(c)		If this Agreement may be applied to -



	(i)		Buy/Sell Back Transactions, this shall be specified
in Annex I hereto, and the provisions of the Buy/Sell Back Annex shall apply to such Buy/Sell Back Transactions;



	(ii)		Net Paying Securities, this shall be specified in Annex I hereto and the provisions
                                                                                                                           of Annex I, paragraph  1 (b) shall apply to Transactions involving Net Paying Securities.



	(d)		If Transactions are to be effected under this
Agreement by either party as an agent, this shall be specified in Annex I hereto, and the provisions of the Agency Annex shall
apply to such Agency Transactions,



2. Definitions



    	October 2000	1	 



    	 	 



    

	(a)		"Act of Insolvency" shall occur with respect to any party hereto upon -



	(i)		its making a general assignment for the benefit of, entering into a reorganisation,
arrangement, or composition with creditors; or



	(ii)		its admitting in writing that it is unable to pay its debts as they become due; or



	(iii)		its seeking, consenting to or acquiescing in the appointment of any trustee, administrator,
receiver or liquidator or analogous officer of it or any material part of its property; or



	(iv)		the presentation or filing of a petition in respect of it (other than by the counterparty
to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy,
winding-up or insolvency of such party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition,
re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation,
such petition (except in the case of a petition for winding-up or any analogous proceeding, in respect of which no such 30 day
period shall apply) not having been stayed or dismissed within 30 days of its filing; or



	(v)		the appointment of a receiver, administrator, liquidator or trustee or analogous officer
of such party or over all or any material part of such party's property; or



	(vi)		the convening of any meeting of its creditors for the purposes of considering a voluntary
arrangement as referred to in section 3 of the Insolvency Act 1986 (or any analogous proceeding);



	(b)		"Agency Transaction", the meaning specified in paragraph 1 of the Agency
Annex;



	(c)		"Appropriate Market", the meaning specified in paragraph 10;



	(d)		"Base Currency", the currency indicated in Annex I hereto;



	(e)		"Business Day" -



	(i)		in relation to the settlement of any Transaction which is to be settled through Clearstreamr
or Euroclear, a day on which Clearstream or, as the case may be, Euroclear is open to settle business in the currency in which
the Purchase Price and the Repurchase Price are denominated;



	(ii)		in relation to the settlement of any Transaction which is to be settled through a
settlement system other than Clearstream or Euroclear, a day on which that settlement system is open to settle such Transaction;




	(iii)		in relation to any delivery of Securities not failing within (i) or (ii) above, a day on which banks are open for business
in the place where delivery of the relevant Securities is to be effected; and




	(iv)		in relation to any obligation to make a payment not falling within (i) or (ii) above,
a day other than a Saturday or a Sunday on which banks are open for business in the principal financial centre of the country
of which the currency in which the payment is denominated is the official currency and, if different, in the place where any account
designated by the parties for the making or receipt of the payment is situated (or, in the case of a payment in cure, a day on
which TARGET operates);



	(f)		"Cash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph
4;



	(g)		"Clearstream", Clearstream Banking, societe anonyme, (previously Cedelbank)
or any successor thereto;



	(h)		"Confirmation", the meaning specified in paragraph 3(b);



	(i)		"Contractual Currency", the meaning specified in paragraph 7(a);



	(j)		"Defaulting Party", the meaning specified in paragraph 10;



	(k)		"Default Market Value", the meaning specified in paragraph 10;







    	October 2000	2	 



    	 	 



    
	(l)		"Default Notice", a written notice served by the non-Defaulting Party on
the Defaulting Party under paragraph 10 stating that an event shall be treated as an Event of Default for the purposes of this
Agreement;



	(m)		"Default Valuation Notice", the meaning specified in paragraph 10;



	(n)		"Default Valuation Time", the meaning specified in paragraph 10;



	(o)		 "Deliverable Securities", the meaning specified in paragraph 10;



	(p)		"Designated Office", with respect to a party, a branch or office of that
party which is specified as such in Annex I hereto or such other branch or office as may be agreed to by the parties;



	(q)		"Distributions", the meaning specified in sub-paragraph (w) below;



	(r)		"Equivalent Margin Securities", Securities equivalent to Securities previously
transferred as Margin Securities;



	(s)		"Equivalent Securities", with respect to a Transaction, Securities equivalent
to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression
shall mean a sum of money equivalent to the proceeds of the redemption;



	(t)		Securities are "equivalent to" other Securities for the purposes of this
Agreement if they are: (i) of the same issuer; (ii) part of the same issue; and (iii) of an identical type, nominal value, description
and (except where otherwise stated) amount as those other Securities, provided that -



	(A)		Securities will be equivalent to other Securities notwithstanding that those Securities
have been redenominated into euro or that the nominal value of those Securities has changed in connection with such redenomination;
and



	(B)		where Securities have been converted, subdivided or consolidated or have become the
subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property
or the Securities have become subject to any similar event, the expression "equivalent to" shall mean Securities equivalent
to (as defined in the provisions of this definition preceding the proviso) the original Securities together with or replaced by
a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities
resulting from such event;



	(u)		"Euroclear", operator of the Euroclear System or any successor thereto;



	(v)		"Event of Default", the meaning specified in paragraph 10;



	(w)		"Income", with respect to any Security at any time, all interest, dividends
or other distributions thereon, but excluding distributions which are a payment or repayment of principal in respect of the relevant
securities ("Distributions");



	(x)		"Income Payment Date", with respect to any Securities, the date on which
Income is paid in respect of such Securities or, in the case of registered Securities, the date by reference to which particular
registered holders are identified as being entitled to payment of Income;



	(y)		"LIBOR", in relation to any sum in any currency, the one month London biter
Bank Offered Rate in respect of that currency as quoted on page 3750 on the Bridge Telerate Service (or such other page as may
replace page 3750 on that service) as of 11:00 a.m., London time, on the date on which it is to be determined;



	(z)		"Margin Ratio", with respect to a Transaction, the Market Value of the Purchased
Securities at the time when the Transaction was entered into divided by the Purchase Price (and so that, where a Transaction relates
to Securities of different descriptions and the Purchase Price is apportioned by the parties among Purchased Securities of each
such description, a separate Margin Ratio shall apply in respect of Securities of each such description), or such other proportion
as the parties may agree with respect to that Transaction;




    	October 2000	3	 



    	 	 



    
	(aa)		"Margin Securities", in relation to a Margin Transfer, Securities reasonably
acceptable to the party calling for such Margin Transfer;



	(bb)		"Margin Transfer", any, or any combination of, the payment or repayment
of Cash Margin and the transfer of Margin Securities or Equivalent Margin Securities;



	(cc)		"Market Value", with respect to any Securities as of any time on any date,
the price for such Securities at such time on such date obtained from a generally recognised source agreed to by the parties (and
where different prices are obtained for different delivery dates, the price so obtainable for the earliest available such delivery
date) (provided that the price of Securities that are suspended shall (for the purposes of paragraph 4) be nil unless the parties
otherwise agree and (for all other purposes) shall be the price of those Securities as of close of business on the dealing day
in the relevant market last preceding the date of suspension) plus the aggregate amount of Income which, as of such date, has
accrued but not yet been paid in respect of the Securities to the extent not included in such price as of such date, and for these
purposes any sum in a currency other than the Contractual Currency for the Transaction in question shall be converted into such
Contractual Currency at the Spot Rate prevailing at the relevant time;



	(dd)		"Net Exposure", the meaning specified in paragraph 4(c);



	(ee)		the "Net Margin" provided to a party at any time, the excess (if any) at
that time of (i) the sum of the amount of Cash Margin paid to that party (including accrued interest on such Cash Margin which
has not been paid to the other party) and the Market Value of Margin Securities transferred to that party under paragraph 4(a)
(excluding any Cash Margin which has been repaid to the other party and any Margin Securities in respect of which Equivalent Margin
Securities have been transferred to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party (including
accrued interest on such Cash Margin which has not been paid by the other party) and the Market Value of Margin Securities transferred
to the other party under paragraph 4(a) (excluding any Cash Margin which has been repaid by the other party and any Margin Securities
in respect of which Equivalent Margin Securities have been transferred by the other party) and for this purpose any amounts not
denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time;



	(ff)		"Net Paying Securities", Securities which are of a kind such that, were
they to be the subject of a Transaction to which paragraph 5 applies, any payment made by Buyer under paragraph 5 would be one
in respect of which either Buyer would or might be required to make a withholding or deduction for or on account of taxes or duties
or Seller might be required to make or account for a payment for or on account of taxes or duties (in each case other than tax
on overall net income) by reference to such payment;



	(gg)		"Net Value", the meaning specified in paragraph 10;



	(hh)		"New Purchased Securities", the meaning specified in paragraph 8(a);



	(ii)		"Price Differential", with respect to any Transaction as of any date, the
aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction
(on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, unless otherwise agreed between the parties
for the Transaction), for the actual number of days during the period commencing on (and including) the Purchase Date for such
Transaction and ending on (but excluding) the date of calculation or, if earlier, the Repurchase Date;



	(jj)		"Pricing Rate", with respect to any Transaction, the per annum percentage
rate for calculation of the Price Differential agreed to by Buyer and Seller in relation to that Transaction;



	(kk)		"Purchase Date", with respect to any Transaction, the date on which Purchased
Securities are to be sold by Seller to Buyer in relation to that Transaction;



	(ll)		"Purchase Price", on the Purchase Date, the price at which Purchased Securities
are sold or are to be sold by Seller to Buyer;






    	October 2000	4	 



    	 	 



    

	(mm)		"Purchased Securities", with respect to any Transaction, the Securities
sold or to be sold by Seller to Buyer under that Transaction, and any New Purchased Securities transferred by Seller to Buyer
under paragraph 8 in respect of that Transaction;



	(nn)		"Receivable Securities", the meaning specified in paragraph 10;



	(oo)		"Repurchase Date", with respect to any Transaction, the date on which Buyer
is to sell Equivalent Securities to Seller in relation to that Transaction;



	(pp)		"Repurchase Price", with respect to any Transaction and as of any date,
the sum of the Purchase Price and the Price Differential as of such date;



	(qq)		"Special Default Notice", the meaning specified in paragraph 14;



	(rr)		"Spot Rate", where an amount in one currency is to be converted into a second
currency on any date, unless the parties otherwise agree, the spot rate of exchange quoted by Barclays Bank PLC in the London
inter-bank market for the sale by it of such second currency against a purchase by it of such first currency;



	(ss)		"TARGET", the Trams-European Automated Real-time Gross Settlement Express
Transfer System;



	(tt)		"Term", with respect to any Transaction, the interval of time commencing
with the Purchase Date and ending with the Repurchase Date;



	(uu)		"Termination", with respect to any Transaction, refers to the requirement
with respect to such Transaction for Buyer to sell Equivalent Securities against payment by Seller of the Repurchase Price in
accordance with paragraph 3(f), and reference to a Transaction having a "fixed term" or being "terminable upon
demand" shall be construed accordingly;



	(vv)		"Transaction Costs", the meaning specified in paragraph 10;



	(ww)		"Transaction Exposure", with respect to any Transaction at any time during
the period from the Purchase Date to the Repurchase Date (or, if later, the date on which Equivalent Securities are delivered
to Seller or the Transaction is terminated under paragraph 10(g) or 10(h)), the difference between (i) the Repurchase Price at
such time multiplied by the applicable Margin Ratio (or, where the Transaction relates to Securities of more than one description
to which different Margin Ratios apply, the amount produced by multiplying the Repurchase Price attributable to Equivalent Securities
of each such description by the applicable Margin Ratio and aggregating the resulting amounts, the Repurchase Price being for
this purpose attributed to Equivalent Securities of each such description in the same proportions as those in which the Purchase
Price was apportioned among the Purchased Securities) and (ii) the Market Value of Equivalent Securities at such time. If (i)
is greater than (ii), Buyer has a Transaction Exposure for that Transaction equal to that excess. If (ii) is greater than (i),
Seller has a Transaction Exposure for that Transaction equal to that excess; and



	(xx)		except in paragraphs 14(b)(i) and 18, references in this Agreement to "written"
communications and communications "in writing" include communications made through any electronic system agreed between
the parties which is capable of reproducing such communication in hard copy form.



3. Initiation; Confirmation; Termination


	(a)		A Transaction may be entered into orally or in writing at the initiation of either
Buyer or Seller.



	(b)		Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both), as
shall have been agreed, shall promptly deliver to the other party written confirmation of such Transaction (a "Confirmation").



The
Confirmation shall describe the Purchased Securities (including CUSIP or ISIN or other identifying number or numbers, if any),
identify Buyer and Seller and set forth -



    	October 2000	5	 



    	 	 



    
	(i)		the Purchase Date;



	(ii)		the Purchase Price;



	(iii)		the Repurchase Date, unless the Transaction is to be terminable on demand (in which
case the Confirmation shall state that it is termnable on demand);



	(iv)		the Pricing Rate applicable to the Transaction;



	(v)		in respect of each party the details of the bank account[s] to which payments to be
made hereunder are to be credited;



	(vi)		where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction
or a Buy/Sell Back Transaction;



	(vii)		where the Agency Annex applies, whether the Transaction is an Agency Transaction and,
if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and



	(viii)		any additional terms or conditions of the Transaction;



and
may be in the form of Annex I I hereto or may be in any other form to which the parties agree.


The
Confirmation relating to a Transaction shall, together with this Agreement, constitute prima facie evidence of the terms agreed
between Buyer and Seller for that Transaction, unless objection is made with respect to the Confirmation promptly after receipt
thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, the Confirmation shall prevail
in respect of that Transaction and those terms only.


	(c)		On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities
to Buyer or its agent against the payment of the Purchase Price by Buyer.



	(d)		Termination of a Transaction will be effected, in the case of on demand Transactions,
on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination.



	(e)		In the case of on demand Transactions, demand for Termination shall be made by Buyer
or Seller, by telephone or otherwise, and shall provide for Termination to occur after not less than the minimum period as is
customarily required for the settlement or delivery of money or Equivalent Securities of the relevant kind.



	(f)		On the Repurchase Date, Buyer shall transfer to Seller or its agent Equivalent



Securities
against the payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to Seller pursuant to
paragraph 5).


4. Margin Maintenance


	(a)		If at any time either party has a Net Exposure in respect of the other party it may
by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least
equal to that Net Exposure.



	(b)		A notice under sub-paragraph (a) above may be given orally or in writing.



	(c)		For the purposes of this Agreement a party has a Net Exposure in respect of the other
party if the aggregate of all the first party's Transaction Exposures plus any amount payable to the first party under paragraph
5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party's Transaction
Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to
the other party; and the amount of the Net Exposure is the amount of the excess. For this



    	October 2000	6	 



    	 	 



    	 		purpose any amounts not denominated
in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time.


	(d)		To the extent that a party calling for a Margin Transfer has previously paid Cash
Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been
delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such
Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be
at the option of the party making such Margin Transfer.



	(e)		Any Cash Margin transferred shall be in the Base Currency or such other currency as
the parties may agree.



	(f)		A payment of Cash Margin shall give rise to a debt owing from the party receiving
such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified
in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject
to the terms of this Agreement.



	(g)		Where Seller or Buyer becomes obliged under sub-paragraph (a) above to make a Margin
Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified
in Annex I hereto or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery
of money, Margin Securities or Equivalent Margin Securities of the relevant kind.



	(h)		The parties may agree that, with respect to any Transaction, the provisions of subparagraphs
(a) to (g) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case
-



	(i)		that Transaction shall not be taken into account when calculating whether either party
has a Net Exposure;



	(ii)		margin shall be provided in respect of that Transaction in such manner as the parties
may agree; and



	(iii)		margin provided in respect of that Transaction shall not be taken into account for
the purposes of sub-paragraphs (a) to (g) above.



	(i)		The parties may agree that any Net Exposure which may arise shall be eliminated not
by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under sub-paragraph
(j) below, the adjustment of Transactions under sub-paragraph (k) below or a combination of both these methods.



	(j)		Where the parties agree that a Transaction is to be repriced under this sub-paragraph,
such repricing shall be effected as follows -



	(i)		the Repurchase Date under the relevant Transaction (the "original Transaction")
shall be deemed to occur on the date on which the repricing is to be effected (the "Repricing Date");



	(ii)		the parties shall be deemed to have entered into a new Transaction (the "Repriced
Transaction") on the terms set out in (iii) to (vi) below;



	(iii)		the Purchased Securities under the Repriced Transaction shall be Securities equivalent
to the Purchased Securities under the Original Transaction;



	(iv)		the Purchase Date under the Repriced Transaction shall be the Repricing Date;



	(v)		the Purchase Price under the Repriced Transaction shall be such amount as shall, when
multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the
Repricing Date;



	(vi)		the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid,
the other terms of the Repriced Transaction shall be identical to those of the Original Transaction;



    	October 2000	7	 



    	 	 



    
	(vii)		the obligations of the parties with respect to the delivery of the Purchased Securities
and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to
the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only
a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in sub-paragraph
(g) above.



	(k)		The adjustment of a Transaction (the "Original Transaction") under this
sub-paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the "Adjustment
Date") the Original Transaction shall be terminated and they shall enter into a new Transaction (the "Replacement Transaction")
in accordance with the following provisions -



	(i)		the Original Transaction shall be terminated on the Adjustment Date on such terms
as the parties shall agree on or before the Adjustment Date;



	(ii)		the Purchased Securities under the Replacement Transaction shall be such Securities
as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment
Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin
Ratio applicable to the Original Transaction);



	(iii)		the Purchase Date under the Replacement Transaction shall be the Adjustment Date;



	(iv)		the other terms of the Replacement Transaction shall be such as the parties shall
agree on or before the Adjustment Date; and



	(v)		the obligations of the parties with respect to payment and delivery of Securities
on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph
6 within the minimum period specified in sub-paragraph (g) above.



5. Income Payments


Unless
otherwise agreed -


	(i)		where the Term of a particular Transaction extends over an Income Payment Date in
respect of any Securities subject to that Transaction, Buyer shall on the date such Income is paid by the issuer transfer to or
credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer;



	(ii)		where Margin Securities are transferred from one party ("the first party")
to the other party ("the second party") and an Income Payment Date in respect of such Securities occurs before Equivalent
Margin Securities are transferred by the second party to the first party, the second party shall on the date such income is paid
by the issuer transfer to or credit to the account of the first party an amount equal to (and in the same currency as) the amount
paid by the issuer;



and
for the avoidance of doubt references in this paragraph to the amount of any Income paid by the issuer of any Securities shall
be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment
of such Income made in certain circumstances may be subject to such a withholding or deduction.


6. Payment and Transfer


	(a)		Unless otherwise agreed, all money paid hereunder shall be in immediately available
freely convertible funds of the relevant currency. All Securities to be transferred hereunder (i) shall be in suitable form for
transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer)
and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through the book entry system
of Euroclear or Clearstream, or (iii) shall be transferred through any other agreed securities clearance system or (iv) shall
be transferred by any other method mutually acceptable to Seller and Buyer.



    	October 2000	8	 



    	 	 



    
	(b)		Unless otherwise agreed, all money payable by one party to the other in respect of
any Transaction shall be paid free and clear of, and without withholding or deduction for, any taxes or duties of whatsoever nature
imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of
such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts
as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being
equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted.



	(c)		Unless otherwise agreed in writing between the parties, under each Transaction transfer
of Purchased Securities by Seller and payment of Purchase Price by Buyer against the transfer of such Purchased Securities shall
be made simultaneously and transfer of Equivalent Securities by Buyer and payment of Repurchase Price payable by Seller against
the transfer of such Equivalent Securities shall be made simultaneously.



	(d)		Subject to and without prejudice to the provisions of sub-paragraph 6(c), either party
may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous
delivery of Securities and money waive in relation to any Transaction its rights under this Agreement to receive simultaneous
transfer and/or payment provided that transfer and/or payment shall, notwithstanding such waiver, be made on the same day and
provided also that no such waiver in respect of one Transaction shall affect or bind it in respect of any other Transaction.



	(e)		The parties shall execute and deliver all necessary documents and take all necessary
steps to procure that all right, title and interest in any Purchased Securities, any Equivalent Securities, any Margin Securities
and any Equivalent Margin Securities shall pass to the party to which transfer is being made upon transfer of the same in accordance
with this Agreement, free from all liens, claims, charges and encumbrances.



	(f)		Notwithstanding the use of expressions such as "Repurchase
Date", "Repurchase Price", "margin", "Net Margin", "Margin Ratio" and
"substitution", which are used to reflect terminology
used in the market for transactions of the kind provided for in this Agreement, all right, title and interest in and to Securities
and money transferred or paid under this Agreement shall pass to the transferee upon transfer or payment, the obligation of the
party receiving Purchased Securities or Margin Securities being an obligation to transfer Equivalent Securities or Equivalent
Margin Securities.



	(g)		Time shall be of the essence in this Agreement.



	(h)		Subject to paragraph 10, all amounts in the same currency payable by each party to
the other under any Transaction or otherwise under this Agreement on the same date shall be combined in a single calculation of
a net sum payable by one party to the other and the obligation to pay that sum shall be the only obligation of either party in
respect of those amounts.



	(i)		Subject to paragraph 10, all Securities of the same issue, denomination, currency
and series, transferable by each party to the other under any Transaction or hereunder on the same date shall be combined in a
single calculation of a net quantity of Securities transferable by one party to the other and the obligation to transfer the net
quantity of Securities shall be the only obligation of either party in respect of the Securities so transferable and receivable.



	(j)		If the parties have specified in Annex I hereto that this paragraph 6(j) shall apply,
each obligation of a party under this Agreement (other than an obligation arising under paragraph 10) is subject to the condition
precedent that none of those events specified in paragraph 10(a) which are identified in Annex I hereto for the purposes of this
paragraph 6(j) (being events which, upon the serving of a Default Notice, would be an Event of Default with respect to the other
party) shall have occurred and be continuing with respect to the other party.



7. Contractual Currency


	(a)		All the payments made in respect of the Purchase Price or the Repurchase Price of
any Transaction shall be made in the currency of the Purchase Price (the "Contractual Currency") save as provided in
paragraph 10(c)(ii). Notwithstanding the foregoing, the payee of any money may, at its option, accept tender thereof in any other



    	October 2000	9	 



    	 	 



    
currency,
provided, however, that, to the extent permitted by applicable law, the obligation of the payer to pay such money will be discharged
only to the extent of the amount of the Contractual Currency that such payee may, consistent with normal banking procedures, purchase
with such other currency (after deduction of any premium and costs of exchange) for delivery within the customary delivery period
for spot transactions in respect of the relevant currency.


	(b)		If for any reason the amount in the Contractual Currency received by a party, including
amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the Contractual
Currency, falls short of the amount in the Contractual Currency due and payable, the party required to make the payment will,
as a separate and independent obligation, to the extent permitted by applicable law, immediately transfer such additional amount
in the Contractual Currency as may be necessary to compensate for the shortfall.



	(c)		If for any reason the amount in the Contractual Currency received by a party exceeds
the amount of the Contractual Currency due and payable, the party receiving the transfer will refund promptly the amount of such
excess.



8. Substitution


	(a)		A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller
so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities,
or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities
of such amount and description as shall be agreed ("New Purchased Securities") (being Securities having a Market Value
at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller).



	(b)		Any variation under sub-paragraph (a) above
                                                                               shall be effected,
                                                                               subject to paragraph 6(d), by the simultaneous
                                                                               transfer of the Equivalent Securities and New Purchased
                                                                               Securities concerned.



	(c)		A Transaction which is varied under sub-paragraph (a) above shall thereafter continue
in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead
of the Securities in respect of which Equivalent Securities have been transferred to Seller.



	(d)		Where either party has transferred Margin Securities
                                                                               to the other party it may at any time before Equivalent
                                                                               Margin Securities are transferred to it under paragraph
                                                                               4 request the other party to transfer Equivalent
                                                                               Margin Securities to it in exchange for the transfer
                                                                               to the other party of new Margin Securities having
                                                                               a Market Value at the time of transfer at least
                                                                               equal to that of such Equivalent Margin Securities.
                                                                               If the other party agrees to the request, the exchange
                                                                               shall be effected, subject to paragraph 6(d), by
                                                                               the simultaneous transfer of the Equivalent Margin
                                                                               Securities and new Margin Securities concerned.
                                                                               Where either or both of such transfers is or are
                                                                               effected through a settlement system in circumstances
                                                                               which under the rules and procedures of that settlement
                                                                               system give rise to a payment by or for the account
                                                                               of one party to or for the account of the other
                                                                               party, the parties shall cause such payment or
                                                                               payments to be made outside that settlement system,
                                                                               for value the same day as the payments made through
                                                                               that settlement system, as shall ensure that the
                                                                               exchange of Equivalent Margin Securities and new
                                                                               Margin Securities effected
                                                                               under this sub-paragraph does not give rise
                                                                               to any net payment of cash by either party to the
                                                                               other.



9. Representations


Each
party represents and warrants to the other that -


	(a)		it is duly authorised to execute and deliver this Agreement, to enter into the Transactions
contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise
such execution, delivery and performance;



	(b)		it will engage in this Agreement and the Transactions contemplated hereunder (other
than Agency Transactions) as principal;



    	October 2000	10	 



    	 	 



    
	(c)		the person signing this Agreement on its behalf is, and any person representing it
in entering into a Transaction will be, duly authorised to do so on its behalf;



	(d)		it has obtained all authorisations of any governmental or regulatory body required
in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect;



	(e)		the execution, delivery and performance of this Agreement and the Transactions contemplated
hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound
or by which any of its assets are affected;



	(f)		it has satisfied itself and will continue to satisfy itself as to the tax implications
of the Transactions contemplated hereunder;



	(g)		in connection with this Agreement and each Transaction -



	(i)		unless there is a written agreement with the other party to the contrary, it is not
relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this Agreement;



	(ii)		it has made and will make its own decisions regarding the entering into of any Transaction
based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult;



	(iii)		it understands the terms, conditions and risks of each Transaction and is willing
to assume (financially and otherwise) those risks; and



	(h)		at the time of transfer to the other party of any Securities it will have the full
and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right,
title and interest in and to those Securities free of any lien, claim, charge or encumbrance.



On
the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities,
Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be
deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller
or Buyer may have with any third party, each party will be liable as a principal for its obligations under this Agreement and
each Transaction.


10. Events of Default


	(a)		if any of the following events (each an "Event of Default") occurs in relation
to either party (the "Defaulting Party", the other party being the "non-Defaulting Party") whether acting
as Seller or Buyer -



	(i)		Buyer fails to pay the Purchase Price upon the applicable Purchase Date or Seller
fails to pay the Repurchase Price upon the applicable Repurchase Date, and the non-Defaulting Party serves a Default Notice on
the Defaulting Party; or



	(ii)		if the parties have specified in Annex I hereto that this sub-paragraph shall apply,
Seller fails to deliver Purchased Securities on the Purchase Date or Buyer fails to deliver Equivalent Securities on the Repurchase
Date, and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or



	(iii)		Seller or Buyer fails to pay when due any sum payable under sub-paragraph (g) or (h)
below, and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or



	(iv)		Seller or Buyer fails to comply with paragraph 4 and the non-Defaulting Party serves
a Default Notice on the Defaulting Party; or



	(v)		Seller or Buyer fails to comply with paragraph 5 and the non-Defaulting Party serves
a Default Notice on the Defaulting Party; or



    	October 2000	11	 



    	 	 



    
	(vi)		an Act of Insolvency occurs with respect to Seller or Buyer and (except in the case
of an Act of Insolvency which is the presentation of a petition forwinding-up or any analogous proceeding or the appointment of
a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the non-Defaulting Party
serves a Default Notice on the Defaulting Party; or



	(vii)		any representations made by Seller or Buyer are incorrect or untrue in any material
respect when made or repeated or deemed to have been made or repeated, and the non-Defaulting Party serves a Default Notice on
the Defaulting Party; or



	(viii)		Seller or Buyer admits to the other that it is unable to, or intends not to, perform
any of its obligations hereunder and/or in respect of any Transaction and the non-Defaulting Party serves a Default Notice on
the Defaulting Party; or



	(ix)		Seller or Buyer is suspended or expelled from membership of or participation in any
securities exchange or association or other self regulating organisation, or suspended from dealing in securities by any government
agency, or any of the assets of either Seller or Buyer or the assets of investors held by, or to the order of, Seller or Buyer
are transferred or ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation
and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or



	(x)		Seller or Buyer fails to perform any other of its obligations hereunder and does not
remedy such failure within 30 days after notice is given by the non-Defaulting Party requiring it to do so, and the non-Defaulting
Party serves a Default Notice on the Defaulting Party;



then
sub-paragraphs (b) to (f) below shall apply.


	(b)		The Repurchase Date for each Transaction hereunder shall be deemed immediately to
occur and, subject to the following provisions, all Cash Margin (including interest accrued) shall be immediately repayable and
Equivalent Margin Securities shall be immediately deliverable (and so that, where this sub-paragraph applies, performance of the
respective obligations of the parties with respect to the delivery of Securities, the payment of the Repurchase Prices for any
Equivalent Securities and the repayment of any Cash Margin shall be effected only in accordance with the provisions of sub-paragraph
(c) below).



	(c)		 



	(i)		The Default Market Values of the Equivalent Securities and any Equivalent Margin Securities
to be transferred, the amount of any Cash Margin (including the amount of interest accrued) to be transferred and the Repurchase
Prices to be paid by each party shall be established by the non-Defaulting Party for all Transactions as at the Repurchase Date;
and



	(ii)		on the basis of the sums so established, an account shall be taken (as at the Repurchase
Date) of what is due from each party to the other under this Agreement (on the basis that each party's claim against the other
in respect of the transfer to it of Equivalent Securities or Equivalent Margin Securities under this Agreement equals the Default
Market Value therefor) and the sums due from one party shall be set off against the sums due from the other and only the balance
of the account shall be payable (by the party having the claim valued at the lower amount pursuant to the foregoing) and such
balance shall be due and payable on the next following Business Day. For the purposes of this calculation, all sums not denominated
in the Base Currency shall be converted into the Base Currency on the relevant date at the Spot Rate prevailing at the relevant
time.



	(d)		For the purposes of this Agreement, the "Default Market Value" of any Equivalent
Securities or Equivalent Margin Securities shall be determined in accordance with sub-paragraph (e) below, and for this purpose
-



	(i)		the "Appropriate Market" means, in relation to Securities of any description,
the market which is the most appropriate market for Securities of that description, as determined by the non-Defaulting Party;



    	October 2000	12	 



    	 	 



    
	(ii)		the "Default Valuation Time" means,
                                                                                in relation to an Event of Default, the close
                                                                                of business in the Appropriate Market on the fifth
                                                                                dealing day after the day on which that Event
                                                                                of Default occurs or, where that Event of Default
                                                                                is the occurrence of an Act of Insolvency in respect
                                                                                of which under paragraph 10(a) no notice is required
                                                                                from the non-Defaulting Party in order for such
                                                                                event to constitute an Event of Default, the close
                                                                                of business on the fifth dealing day after
                                                                                the day on which the non-Defaulting Party first
                                                                                became aware of the occurrence of such Event of
                                                                                Default;



	(iii)		"Deliverable Securities" means Equivalent Securities or Equivalent Margin
Securities to be delivered by the Defaulting Party;



	(iv)		"Net Value" means at any time, in relation to any Deliverable Securities
or Receivable Securities, the amount which, in the reasonable opinion of the non-Defaulting Party, represents their fair market
value, having regard to such pricing sources and methods (which may include, without limitation, available prices for Securities
with similar maturities, terms and credit characteristics as the relevant Equivalent Securities or Equivalent Margin Securities)
as the non-Defaulting Party considers appropriate, less, in the case of Receivable Securities, or plus, on the case of Deliverable
Securities, all Transaction Costs which would be incurred in connection with the purchase or sale of such Securities;



	(v)		"Receivable Securities" means Equivalent Securities or Equivalent Margin
Securities to be delivered to the Defaulting Party; and



	(vi)		"Transaction Costs" in relation to any transaction contemplated in paragraph
10(d) or (e) means the reasonable costs, commission, fees and expenses (including any mark-up or mark-down) that would be incurred
in connection with the purchase of Deliverable Securities or sale of Receivable Securities, calculated on the assumption that
the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction;



	(e)		(i) If between the occurrence of the relevant Event of Default and the Default Valuation
Time the non-Defaulting Party gives to the Defaulting Party a written notice (a "Default Valuation Notice") which -



	(A)		states that, since the occurrence of the relevant Event of Default, the non-Defaulting
Party has sold, in the case of Receivable Securities, or purchased, in the case of Deliverable Securities, Securities which form
part of the same issue and are of an identical type and description as those Equivalent Securities or Equivalent Margin Securities,
and that the non-Defaulting Party elects to treat as the Default Market Value -



	(aa)		in the case of Receivable Securities, the net proceeds of such sale after deducting
all reasonable costs, fees and expenses incurred in connection therewith (provided that, where the Securities sold are not identical
in amount to the Equivalent Securities or Equivalent Margin Securities, the non-Defaulting Party may either (x) elect to treat
such net proceeds of sale divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities or
Equivalent Margin Securities as the Default Market Value or (y) elect to treat such net proceeds of sale of the Equivalent Securities
or Equivalent Margin Securities actually sold as the Default Market Value of that proportion of the Equivalent Securities or Equivalent
Margin Securities, and, in the case of (y), the Default Market Value of the balance of the Equivalent Securities or Equivalent
Margin Securities shall be determined separately in accordance with the provisions of this paragraph 10(e) and accordingly may
be the subject of a separate notice (or notices) under this paragraph I O(e)(i); or



	(bb)		in the case of Deliverable Securities, the aggregate cost of such purchase, including
all reasonable costs, fees and expenses incurred in connection therewith (provided that, where the Securities purchased are not
identical in amount to the Equivalent Securities or Equivalent Margin Securities, the non-Defaulting Party may either (x) elect
to treat such aggregate cost divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities
or Equivalent Margin Securities



    	October 2000	13	 



    	 	 



    	 		as the Default Market Value or (y) elect to treat the aggregate cost of purchasing the Equivalent
Securities or Equivalent Margin Securities actually purchased as the Default Market Value of that proportion of the Equivalent
Securities or Equivalent Margin Securities, and, in the case of (y), the Default Market Value of the balance of the Equivalent
Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph
10(e) and accordingly may be the subject of a separate notice (or notices) under this paragraph 10(e)(i)


	(B) states –		that the non-Defaulting Party has received, in the case of Deliverable Securities, offer quotations or, in the case of
                                                                                             Receivable Securities, bid quotations in respect of Securities of the relevant description from two or more market makers or
                                                                                             regular dealers in the Appropriate Market in a commercially reasonable size (as determined by the non-Defaulting Party) and
                                                                                             specifies -



(aa)
the price or prices quoted by each of them for, in the case of Deliverable Securities, the sale by the relevant market marker
or dealer of such Securities or, in the case of Receivable Securities, the purchase by the relevant market maker or dealer of
such Securities;


(bb)
the Transaction Costs which would be incurred in connection with such a transaction; and


(cc)
that the non-Defaulting Party elects to treat the price so quoted (or, where more than one price is so quoted, the arithmetic
mean of the prices so quoted), after deducting, in the case of Receivable Securities, or adding, in the case of Deliverable Securities,
such Transaction Costs, as the Default Market Value of the relevant Equivalent Securities or Equivalent Margin Securities;


	(C) states -		(aa) that either (x) acting in good faith, the non-Defaulting Party has
endeavoured but been unable to sell or purchase Securities in accordance with sub-paragraph (i)(A) above or to obtain quotations
in accordance with sub-paragraph (i)(B) above (or both) or (y) the non-Defaulting Party has determined that it would not be commercially
reasonable to obtain such quotations, or that it would ' not be commercially reasonable to use any quotations which it has obtained
under sub-paragraph (i)(B) above; and



(bb)
that the non-Defaulting Party has determined the Net Value of the relevant Equivalent Securities or Equivalent Margin
Securities (which shall be specified) and that the non-Defaulting Party elects to treat such Net Value as the Default Market
Value of the relevant Equivalent Securities or Equivalent Margin Securities, then the Default Market Value of the relevant
Equivalent Securities or Equivalent Margin Securities shall be an amount equal to the Default Market Value specified in
accordance with (A), (B)(cc) or, as the case may be, (C)(bb) above.


	(ii)		If by the Default Valuation Time the non-Defaulting Party has not given a Default
Valuation Notice, the Default Market Value of the relevant Equivalent Securities or Equivalent Margin Securities shall be an amount
equal to their Net Value at the Default Valuation Time; provided that, if at the Default Valuation Time the non-Defaulting Party
reasonably determines that, owing to circumstances affecting the market in the Equivalent Securities or Equivalent Margin Securities
in question, it is not possible for the non-Defaulting Party to determine a Net Value of such Equivalent Securities or Equivalent
Margin Securities which is commercially reasonable, the Default Market Value of such Equivalent Securities or Equivalent Margin
Securities shall be an amount equal to their Net Value as determined by the non-Defaulting Party as soon as reasonably practicable
after the Default Valuation Time.



		(f)	The Defaulting Party shall be liable to the non-Defaulting Party for the amount of all reasonable legal and other professional
expenses incurred by the non-Defaulting Party in connection with or as a consequence of an Event 



    	October 2000	14	 



    	 	 



    
of
Default, together with interest thereon at LIBOR or, in the case of an expense attributable to a particular Transaction, the Pricing
Rate for the relevant Transaction if that Pricing Rate is greater than LIBOR.

	(g)		If Seller fails to deliver Purchased Securities to Buyer on the applicable Purchase
Date Buyer may -



	(i)		if it has paid the Purchase Price to Seller, require Seller immediately to repay the
sum so paid;



	(ii)		if Buyer has a Transaction Exposure to Seller in respect of the relevant Transaction,
require Seller from time to time to pay Cash Margin at least equal to such Transaction Exposure;



	(iii)		at any time while such failure continues, terminate the Transaction by giving written
notice to Seller. On such termination the obligations of Seller and Buyer with respect to delivery of Purchased Securities and
Equivalent Securities shall terminate and Seller shall pay to Buyer an amount equal to the excess of the Repurchase Price at the
date of Termination over the Purchase Price.



	(h)		If Buyer fails to deliver Equivalent Securities to Seller on the applicable Repurchase
Date Seller may -



	(i)		if it has paid the Repurchase Price to Buyer, require Buyer immediately to repay the
sum so paid;



	(ii)		if Seller has a Transaction Exposure to Buyer in respect of the relevant Transaction,
require Buyer from time to time to pay Cash Margin at least equal to such Transaction Exposure;



	(iii)		at any time while such failure continues, by written notice to Buyer declare that
that Transaction (but only that Transaction) shall be terminated immediately in accordance with sub-paragraph (c) above (disregarding
for this purpose references in that sub-paragraph to transfer of Cash Margin and delivery of Equivalent Margin Securities and
as if references to the Repurchase Date were to the date on which notice was given under this subparagraph).



	(i)		The provisions of this Agreement constitute a complete statement of the remedies available
to each party in respect of any Event of Default.



	(j)		Subject to paragraph 10(k), neither party may claim any sum by way of consequential
loss or damage in the event of a failure by the other party to perform any of its obligations under this Agreement.



	(k)	(i)	 	Subject to sub-paragraph (ii) below, if as a result of a Transaction terminating before its agreed Repurchase Date under
                                      paragraphs 10(b), 10(g)(iii) or10(h)(iii), the non-Defaulting Party, in the case of paragraph 10(b), Buyer, in the case of
                                      paragraph 10(g)(iii), or Seller, in the case of paragraph 10(h)(iii), (in each case the "first party") incurs any
                                      loss or expense in entering into replacement transactions, the other party shall be required to pay to the first party the
                                      amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with such
                                      replacement transactions (including all fees, costs and other expenses) less the amount of any profit or gain made by that
                                      party in connection with such replacement transactions; provided that if that calculation results in a negative number,
                                      an amount equal to that number shall be payable by the first party to the other party.



	(ii)		If the first party reasonably decides, instead of entering into such replacement transactions,
to replace or unwind any hedging transactions which the first party entered into in connection with the Transaction so terminating,
or to enter into any replacement hedging transactions, the other party shall be required to pay to the first party the amount
determined by the first party in good faith to be equal to the loss or expense incurred in connection with entering into such
replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party
in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal
to that number shall be payable by the first party to the other party.



	(l)		Each party shall immediately notify the other if an Event of Default, or an event
which, upon the serving of a Default Notice, would be an Event of Default, occurs in relation to it.





    	October 2000	15	 



    	 	 



    

11. Tax Event


	(a)		This paragraph shall apply if either party notifies the other that -



	(i)		any action taken by a taxing authority or brought in a court of competent jurisdiction
(regardless of whether such action is taken or brought with respect to a party to this Agreement); or



	(ii)		a change in the fiscal or regulatory regime (including, but not limited to, a change
in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party's
reasonable opinion, have a material adverse effect on that party in the context of a Transaction.



	(b)		If so requested by the other party, the notifying party will furnish the other with
an opinion of a suitably qualified adviser that an event referred to in sub-paragraph (a)(i) or (ii) above has occurred and affects
the notifying party.



	(c)		Where this paragraph applies, the party giving the notice referred to in sub-paragraph
(a) may, subject to sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being
earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase
Date.



	(d)		If the party receiving the notice referred to in sub-paragraph (a) so elects, it may
override that notice by giving a counter-notice to the other party. If a counter-notice is given, the party which gives the counter-notice
will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub-paragraph (a) so far
as relates to the relevant Transaction and the original Repurchase Date will continue to apply.



	(e)		Where a Transaction is terminated as described in; this paragraph, the party which
has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses
incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss
or damage in respect of a termination in accordance with this paragraph.



	(f)		This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional
amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance
which causes this paragraph to apply.



12. Interest


To
the extent permitted by applicable law, if any sum of money payable hereunder or under any Transaction is not paid when due, interest
shall accrue on the unpaid sum as a separate debt at the greater of the Pricing Rate for the Transaction to which such sum relates
(where such sum is referable to a Transaction) and LIBOR on a 360 day basis or 365 day basis in accordance with the applicable
ISMA convention, for the actual number of days during the period from and including the date on which payment was due to, but
excluding, the date of payment.


13.Single Agreement


Each
party acknowledges that, and has entered into this Agreement and will enter into each Transaction hereunder in consideration of
and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual relationship and are
made in consideration of each other. Accordingly, each party agrees (i) to perform all of its obligations in respect of each Transaction
hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions
hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be
deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder.


14.Notices and Other Communications


	(a)		Any notice or other communication to be given under this Agreement -



	(i)		shall be in the English language, and except where expressly otherwise provided in
this Agreement, shall be in writing;







    	October 2000	16	 



    	 	 



    
	(ii)		may be given in any manner described in sub-paragraphs (b) and (c) below;



	(iii)		shall be sent to the party to whom it is to be given at the address or number, or
in accordance with the electronic messaging details, set out in Annex I hereto.



	(b)		Subject to sub-paragraph (c) below, any such notice or other communication shall be
effective -



	(i)		if in writing and delivered in person or by courier, at the time when it is delivered;



	(ii)		if sent by telex, at the time when the recipient's answerback is received;



	(iii)		if sent by facsimile transmission, at the time when the transmission is received by
a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender
and will not be met by a transmission report generated by the sender's facsimile machine);



	(iv)		if sent by certified or registered mail (airmail, if overseas) or the equivalent (return
receipt requested), at the time when that mail is delivered or its delivery is attempted;



	(v)		if sent by electronic messaging system, at the time that electronic message is received;



except
that any notice or communication which is received, or delivery of which is attempted, after close of business on the date of
receipt or attempted delivery or on a day which is not a day on which commercial banks are open for business in the place where
that notice or other communication is to be given shall be treated as given at the opening of business on the next following day
which is such a day.


	(c)		If -



	(i)		there occurs in relation to either party an event which, upon the service of a Default
Notice, would be an Event of Default; and



	(ii)		the non-Defaulting Party, having made all practicable efforts to do so, including
having attempted to use at least two of the methods specified in sub-paragraph (b)(ii), (iii) or (v), has been unable to serve
a Default Notice by one of the methods specified in those sub-paragraphs (or such of those methods as are normally used by the
non-Defaulting Party when communicating with the Defaulting Party),



the
non-Defaulting Party may sign a written notice (a "Special Default Notice") which -


	(aa)		specifies the relevant event referred to in paragraph 10(a) which has occurred in
relation to the Defaulting Party;



	(bb)		states that the non-Defaulting Party, having made all practicable efforts to do so,
including having attempted to use at least two of the methods specified in sub-paragraph (b)(ii), (iii) or (v), has been unable
to serve a Default Notice by one of the methods specified in those sub-paragraphs (or such of those methods as are normally used
by the non-Defaulting Party when communicating with the Defaulting Party);



	(cc)		specifies the date on which, and the time at which, the Special Default Notice is
signed by the non-Defaulting Party; and



	(dd)		states that the event specified in accordance with sub-paragraph (aa) above shall
be treated as an Event of Default with effect from the date and time so specified.



On
the signature of a Special Default Notice the relevant event shall be treated with effect from the date and time so specified
as an Event of Default in relation to the Defaulting Party, and accordingly references in paragraph 10 to a Default Notice shall
be treated as including a Special Default Notice. A Special Default Notice shall be given to the Defaulting Party as soon as practicable
after it is signed.






    	October 2000	17	 



    	 	 



    
	(d)		Either party may by notice to the other change the address, telex or facsimile number
or electronic messaging system details at which notices or other communications are to be given to it.



15.Entire Agreement; Severability


This
Agreement shall supersede any existing agreements between the parties containing general terms and conditions for Transactions.
Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable
notwithstanding the unenforceability of any such other provision or agreement.


16.Non-assignability; Termination


	(a)		Subject to sub-paragraph (b) below, neither party may assign, charge or otherwise
deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations
under this Agreement or under any Transaction without the prior written consent of the other party. Subject to the foregoing,
this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors
and assigns.



	(b)		Sub-paragraph (a) above shall not preclude a party from assigning, charging or otherwise
dealing with all or any part of its interest in any sum payable to it under paragraph 10(c) or (f) above.



	(c)		Either party may terminate this Agreement by giving written notice to the other, except
that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.



	(d)		All remedies hereunder shall survive Termination in respect of the relevant Transaction
and termination of this Agreement.



	(e)		The participation of any additional member State of the European Union in economic
and monetary union after 1 January 1999 shall not have the effect of altering any term of the Agreement or any Transaction, nor
give a party the right unilaterally to alter or terminate the Agreement or any Transaction.







    	October 2000	18	 



    	 	 



    
17. Governing Law


This
Agreement shall be governed by and construed in accordance with the laws of England. Buyer and Seller hereby irrevocably submit
for all purposes of or in connection with this Agreement and each Transaction to the jurisdiction of the Courts of England.


Party
A hereby appoints the person identified in Annex I hereto as its agent to receive on its behalf service of process in such courts.
If such agent ceases to be its agent, Party A shall promptly appoint, and notify Party B of the identity of, a new agent in England.


Party
B hereby appoints the person identified in Annex I hereto as its agent to receive on its behalf service of process in such courts.
If such agent ceases to be its agent, Party B shall promptly appoint, and notify Party A of the identity of, a new agent in England.


Each
party shall deliver to the other, within 30 days of the date of this Agreement in the case of the appointment of a person identified
in Annex I or of the date of the appointment of the relevant agent in any other case, evidence of the acceptance by the agent
appointed by it pursuant to this paragraph of such appointment.


Nothing
in this paragraph shall limit the right of any party to take proceedings in the courts of any other country of competent jurisdiction.


18. No Waivers, etc.


No
express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and
no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder.
No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such modification, waiver or consent shall be in writing and duly executed by both of the parties hereto. Without
limitation on any of the foregoing, the failure to give a notice pursuant to paragraph 4(a) hereof will not constitute a waiver
of any right to do so at a later date.


19. Waiver of immunity


Each
party hereto hereby waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of
sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might
otherwise be entitled in any action or proceeding in the Courts of England or of any other country or jurisdiction, relating
in any way to this Agreement or any Transaction, and agrees that it will not raise, claim or cause to be pleaded any such
immunity at or in respect of any such action or proceeding.


20. Recording


The
parties agree that each may electronically record all telephone conversations between them.






    	October 2000	19	 



    	 	 



    
21. 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.





	DNB Bank ASA 
    	 	 	Eksportfinans
ASA 
	 	 	 	 	 
	By	/s/ Ottar Ertzeid pp. DNB Bank ASA	 	By	/s/ Oliver Siem
	 	Ottar Ertzeid	 	 	Oliver Siem
	Title 	Senior Executive Vice President	 	Title	Executive Vice President 
	 	 	 	 	Director of Capital Markets 
	Date 	 	 	Date 	 
	 	 	 	 	 







    	October 2000	20