Exhibit
4.8  BRIDGE FACILITY
AGREEMENT   DATED 11th December,
2003  170,000,000
CREDIT FACILITY
FOR
PREEM FINANS AB
AND
PREEM PETROLEUM AB
GUARANTEED BY PREEM HOLDINGS AB
PROVIDED BY
NORDEA BANK SWEDEN AB (publ)
SKANDINAVISKA ENSKILDA BANKEN AB (publ)
SVENSKA HANDELSBANKEN AB (publ)     London  
   CONTENTS  Clause1.
  Interpretation2.
  Facility3.
  Purpose4.
  Conditions Precedent5.
  Utilisation - Loans6.
  Repayment7.
  Prepayment and Cancellation8.
  Interest9.
  Terms10.
  Market Disruption11.
  Taxes12.
  Increased Costs13.
  Mitigation14.
  Payments15.
  Guarantee and Indemnity16.
  Representations17.
  Information Covenants18.
  General Covenants19.
  Default20.
  Security21.
  The Facility Agent22.
  Evidence and Calculations23.
  Fees24.
  Indemnities and Break Costs25.
  Expenses26.
  Amendments and Waivers27.
  Changes to the Parties28.
  Disclosure Of Information29.
  Set-off30.
  Pro Rata Sharing31.
  Severability32.
  Counterparts33.
  Notices34.
  Language35.
  Governing Law36.
  Enforcement  
   Schedule  1.
  Original Parties2.
  Conditions precedent documents3.
  Form of Request4.
  Calculation of the Mandatory Cost5.
  Form of Transfer Certificate6.
  Existing Security7.
  Form of legal opinion of Allen & OverySignatories  
   THIS
AGREEMENTis dated 11th December, 2003  BETWEEN:  (1)PREEM
FINANS AB(Finans);  (2)PREEM
PETROLEUM AB(the Company);  (3)PREEM
HOLDINGS ABas guarantor (the Parent);  (4)NORDEA BANK
SWEDEN AB (publ), SKANDINAVISKA ENSKILDA BANKEN AB (publ) and SVENSKA
HANDELSBANKEN AB (publ)as lenders (in this
capacity the Original Lenders);  (5)SEB
MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)as facility
agent (in this capacity the Facility Agent).  IT
IS AGREEDas follows:  1.INTERPRETATION  1.1Definitions  In this Agreement:  Acquisitionmeans
the acquisition by the Company on the terms of the Purchase and Sale  Agreement of 25 per cent. of the issued
shares and certain assets relating to the business of Scanraff not already
owned by the Company as at the date of this Agreement.  Affiliatemeans a Subsidiary or a Holding Company of a person or any other Subsidiary of
that Holding Company.  Availability Periodmeans the period from and including the date of this Agreement to and including
the day falling five days prior to the Final Maturity Date or, if extended in
accordance with Clause 6.2 (Extension option), the Extended Maturity Date.  Borrowermeans
Finans or the Company.  Borrowing Limitmeans  (a)in
respect of Finans,e112,000,000;
and  (b)in
respect of the Company,e58,000,000.  Break Costsmeans the amount (if any) which a Lender is entitled to receive under
Clause 24.3 (Break Costs) as compensation if any part of a Loan or overdue
amount is repaid or prepaid.  Business Daymeans a day (other than a Saturday or a Sunday) on which banks are open for
general business in London and Stockholm and (in relation to any date for the
payment or purchase of euro) which is also a TARGET Day.  Chargeshas
the meaning given to it in Clause 18.15 (Group Contribution).  1 
   Closing Datehas
the meaning given to it in the Purchase and Sale Agreement  Commitmentmeans:  (a)for
an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading Commitments and the amount of any other
Commitment it acquires; and  (b)for
any other Lender, the amount of any Commitment it acquires,  to the extent not cancelled, transferred or reduced under this
Agreement.  Company Groupmeans the Company and its Subsidiaries.  Defaultmeans:  (a)an
Event of Default; or  (b)an
event which would be (with the expiry of a grace period, the giving of notice
or the making of any determination that the event would be reasonably likely to
have a Material Adverse Effect, in each case under the Finance Documents, or
any combination of them) an Event of Default.  EURIBORmeans for a Term of any Loan or overdue amount in euro:  (a)the
applicable Screen Rate; or  (b)if
no Screen Rate is available for that Term of that Loan or overdue amount, the
arithmetic mean (rounded upward to four decimal places) of the rates as
supplied to the Facility Agent at its request quoted by the Reference Banks to
leading banks in the European interbank market,  as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the
offering of deposits in euro for a period comparable to that Term.  euromeans the single currency of the Participating Member States.  Event of Defaultmeans an event specified as such in Clause 19 (Default).  Extended Maturity Datemeans
the earlier of:  (a)the
day falling five days after the date of first draw down under the Take-Out
Facility; and  (b)the
date falling six months after the date of this Agreement.  Facilitymeans the credit facility made available under this Agreement.  Facility Officemeans the office(s) notified by a Lender to the Facility Agent:  (a)on
or before the date it becomes a Lender; or  (b)by
not less than five Business Days notice,  as the office(s) through which it will perform its obligations under
this Agreement.  2 
   Fee Lettermeans any letter entered into by reference to this Agreement between one or
more Finance Parties and the Company setting out the amount of certain fees
referred to in this Agreement.  Final Maturity Datemeans the earlier of:  (a)the
day falling five days after the date of first draw down under the Take-Out
Facility; and  (b)31st
March, 2004.  Finance Documentmeans:  (a)this
Agreement;  (b)the
Security Document;  (c)a
Fee Letter;  (d)a
Transfer Certificate; or  (e)any
other document designated as such by the Facility Agent and the Company.  Finance Partymeans a Lender or the Facility Agent.  Financial Indebtednessmeans any indebtedness for or in respect of:  (a)moneys
borrowed;  (b)any
acceptance credit;  (c)any
bond, note, debenture, loan stock or other similar instrument;  (d)any
redeemable preference share;  (e)any
agreement treated as a finance or capital lease in accordance with generally
accepted accounting principles in the jurisdiction of incorporation of the
Company;  (f)receivables
sold or discounted (otherwise than on a non-recourse basis);  (g)the
acquisition cost of any asset to the extent payable after its acquisition or
possession by the party liable where the deferred payment is arranged primarily
as a method of raising finance or financing the acquisition of that asset;  (h)any
derivative transaction protecting against or benefiting from fluctuations in
any rate or price (and, except for non-payment of an amount, the then mark to
market value of the derivative transaction will be used to calculate its
amount);  (i)any other
transaction (including any forward sale or purchase agreement) which has the
commercial effect of a borrowing;  (j)any
counter-indemnity obligation in respect of any guarantee, indemnity, bond,
letter of credit or any other instrument issued by a bank or financial
institution; or  3 
   (k)any
guarantee, indemnity or similar assurance against financial loss of any person
in respect of any item referred to in the above paragraphs.  In calculating the amount of Financial Indebtedness at any time, no
item listed above shall be counted more than once.  Groupmeans the Parent Group or the Company Group, as the context may require.  Guarantormeans
the Parent or the Company.  Group Contributionmeans
the tax contribution (Sw. Koncernbidrag) paid by the Company to the
Parent as a dividend each year.  Holding Companyof
any other person, means a company in respect of which that other person is a
Subsidiary.  Increased Costmeans:  (a)an
additional or increased cost;  (b)a
reduction in the rate of return from a Facility or on its overall capital; or  (c)a
reduction of an amount due and payable under any Finance Document,  which is incurred or suffered by a Finance Party or any of its
Affiliates but only to the extent attributable to that Finance Party having
entered into any Finance Document or funding or performing its obligations
under any Finance Document.  Lendermeans:  (a)an
Original Lender; or  (b)any
person which becomes a Lender after the date of this Agreement.  Loanmeans,
unless otherwise stated in this Agreement, the principal amount of each
borrowing under this Agreement or the principal amount outstanding of that
borrowing.  Mandatory Costmeans the cost of complying with certain regulatory requirements, expressed as
a percentage rate per annum and calculated by the Facility Agent under
Schedule 4 (Calculation of the Mandatory Cost).  Marginmeans:  (a)from
the date of this Agreement up to and including the date falling three months
after the date of this Agreement, 2.25 per cent per annum; and  (b)thereafter,
2.75 per cent per annum.  Material Adverse Effectmeans a material adverse effect on:  (a)the
business, assets or financial condition of any Obligor or the Parent Group as a
whole; or  (b)the
ability of any Obligor to perform its obligations under any Finance Document;
or  4 
   (c)the
validity or enforceability of the Finance Documents,  provided, however, thatthe decision of the Swedish Environmental Court ofAppeal
of October 18,2003 in
relation to theconstruction permit for the
Isocracker construction at the Scanraff refineryor any further decision of that or any higheror
lower court to refuse to permit the continued construction or development shall
not by itself be construed as having a Material Adverse Effect.  Obligormeans
a Borrower or a Guarantor.  Original Financial
Statementsmeans the audited consolidated financial
statements of, in the case of the Parent, the Parent Group, and, in the case of
the Company, the Company Group, in each case for the year ended 31st December,
2002.  Parent Groupmeans
the Parent and its Subsidiaries.  Participating Member Statemeans a member state of the European Communities that adopts or has adopted the
euro as its lawful currency under the legislation of the European Community for
Economic Monetary Union.  Partymeans
a party to this Agreement.  Pro Rata Sharemeans:  (a)for
the purpose of determining a Lenders share in a utilisation of the Facility,
the proportion which its Commitment bears to the Total Commitments; and  (b)for
any other purpose on a particular date:  (i)the
proportion which a Lenders share of the Loans (if any) bears to all the Loans;  (ii)if
there is no Loan outstanding on that date, the proportion which its Commitment
bears to the Total Commitments on that date; or  (iii)if
the Total Commitments have been cancelled, the proportion which its Commitment
bore to the Total Commitments immediately before being cancelled.  Purchase and Sale Agreementmeans
the purchase and sale agreement dated 
as of 17th September, 2003 among Hydro R&M Holding AB, Norsk Hydro
Lagrings & Distributions AB and the Company setting out the terms and
conditions under which the Company will undertake the Acquisition.  Rate Fixing Daymeans the second TARGET Day before the first day of a Term or such other day as
the Facility Agent determines is generally treated as the rate fixing day by
market practice in the relevant interbank market.  Reference Banksmeans the  Facility Agent, Svenska
Handelsbanken AB (publ) and Nordea Bank Sweden AB (publ) and any other bank or
financial institution appointed as such by the Facility Agent under this
Agreement.  Repeating Representationsmeans the representations which are deemed to be repeated under
Clause 16.20 (Times for making representations).  5 
   Requestmeans a request for a Loan, 
substantially in the form of Schedule 3 (Form of Request).  Scanraffmeans
Skandinaviska Raffinaderi AB Scanraff.  Screen Ratemeans the percentage rate per annum determined by the Banking Federation of the
European Union, for the relevant currency and Term displayed on the appropriate
page of the Telerate screen selected by the Facility Agent.  If the relevant page is replaced or the
service ceases to be available, the Facility Agent (after consultation with the
Company and the Lenders) may specify another page or service displaying the
appropriate rate.  Secured Obligationshas
the meaning given to it in the Security Agreement.  Security Agreementmeans the Swedish-law governed (Sw.Foretagshypotek) security agreement
dated on or about the date of this Agreement on the terms of which Finans
grants a floating charge over its assets as applicable under current Swedish
law in effect on the date of this Agreement, in the amount of SEK1,000,000,000
in favour of the Facility Agent (on behalf of the Finance Parties) as security
for its obligations under the Finance Documents.  Security Documentmeans:  (a)the
Security Agreement; and  (b)any
other document evidencing or creating security over any asset of an Obligor to
secure any obligation of any Obligor to a Finance Party under the Finance
Documents.  Security Interestmeans any mortgage, pledge, lien, charge, assignment, hypothecation or security
interest or any other agreement or arrangement having a similar effect.  SEKmeans
the lawful currency of the Kingdom of Sweden.  Senior Secured Notesmeans
the 10 5/8% senior secured notes due 2011 of the Parent issued under an
indenture dated  as of 10th April, 2001.  Shareholder Loanmeans
a loan made available by the Parent to the Company on the terms of a
Shareholder Loan Agreement, which loan has not been converted into equity in
accordance with Clause 18.13 (Documents).  Shareholder Loan Agreementmeans
an agreement on the terms of which the Parent has lent money to the Company.  Subsidiarymeans an entity of which a person has direct or indirect control or owns
directly or indirectly more than 50% 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.  Take-Out Facilitymeans
a 325,000,000 to 380,000,000 revolving credit and term loan facility to be
entered into by the Company and certain financial institutions to, amongst
other things, refinance the Facility.  TARGET Daymeans a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system is open for the settlement of payments in euro.  6 
   Taxmeans any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any related penalty or interest).  Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment under
a Finance Document.  Tax Paymentmeans a payment made by an Obligor to a Finance Party in any way relating to a
Tax Deduction or under any indemnity given by that Obligor in respect of Tax
under any Finance Document.  Termmeans each period determined under this Agreement by reference to which
interest on a Loan or an overdue amount is calculated.  Total Commitmentsmeans the aggregate of the Commitments of all the Lenders.  Transfer Certificatemeans a certificate, substantially in the form of Schedule 5 (Form of
Transfer Certificate), with such amendments as the Facility Agent may approve
or reasonably require or any other form agreed between the Facility Agent and
the Company.  U.K.means the United Kingdom.  Utilisation Datemeans each date on which the Facility is utilised (being the first day of a
Term).  Waiversmeans
the waivers in force as at the date of this Agreement from each of Den Norske
Bank, European Investment Bank and Nordic Investment Bank and Bayerische
Landesbank (in respect of the facility dated 3rd February, 1998 made available
to Syrhala Handelsbolag and Finans) on the terms of which each of those lenders
consents to the granting by Finans of Security Interests pursuant to the
Security Agreement, which waivers currently expire on 31st March, 2004, as
those waivers may be amended or replaced from time to time.  1.2Construction  (a)In
this Agreement, unless the contrary intention appears, a reference to:  (i)an amendment
includes a supplement, novation, restatement or re-enactment and amended
will be construed accordingly;  (ii)assetsincludes present and future properties, revenues and rights of every description;  (iii)an authorisation
includes an authorisation, consent, approval, resolution, licence, exemption,
filing, registration or notarisation;  (iv)disposalmeans a sale, transfer, grant, lease or other disposal, whether voluntary or
involuntary, and dispose will be construed accordingly;  (v)indebtednessincludes any obligation (whether incurred as principal or as surety) for the
payment or repayment of money;  (vi)a person
includes any individual, company, corporation, unincorporated association or body
(including a partnership, trust, joint venture or consortium), government,  7 
   state, agency, organisation or other entity whether or not having
separate legal personality;  (vii)a regulation
includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law,
being of a type with which any person to which it applies is accustomed to
comply) of any governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;  (viii)a
currency is a reference to the lawful currency for the time being of the
relevant country;  (ix)a
Default being outstanding means that it has not been remedied or waived;  (x)a
provision of law is a reference to that provision as extended, applied, amended
or re-enacted and includes any subordinate legislation;  (xi)a
Clause, a Subclause or a Schedule is a reference to a clause or subclause
of, or a schedule to, this Agreement;  (xii)a
Party or any other person includes its successors in title, permitted assigns
and permitted transferees;  (xiii)a
Finance Document or another document is a reference to that Finance Document or
other document as amended; and  (xiv)a
time of day is a reference to London time.  (b)Unless
the contrary intention appears, a reference to a month or months is a reference to a
period starting on one day in a calendar month and ending on the numerically corresponding
day in the next calendar month or the calendar month in which it is to end,
except that:  (i)if
the numerically corresponding day is not a Business Day, the period will end on
the next Business Day in that month (if there is one) or the preceding Business
Day (if there is not);  (ii)if
there is no numerically corresponding day in that month, that period will end
on the last Business Day in that month; and  (iii)notwithstanding
sub-paragraph (i) above, a period which commences on the last Business Day of a
month will end on the last Business Day in the next month or the calendar month
in which it is to end, as appropriate.  (c)Unless
expressly provided to the contrary in a Finance Document, a person who is not a
party to a Finance Document may not enforce any of its terms under the
Contracts (Rights of Third Parties) Act 1999 and, notwithstanding any term of
any Finance Document, no consent of any third party is required for any
variation (including any release or compromise of any liability) or termination
of that Finance Document.  (d)Unless
the contrary intention appears:  (i)a
reference to a Party will not include that Party if it has ceased to be a Party
under this Agreement;  8 
   (ii)an amount
in euro is payable only in the euro unit;  (iii)a
word or expression used in any other Finance Document or in any notice given in
connection with any Finance Document has the same meaning in that Finance
Document or notice as in this Agreement; and  (iv)any
obligation of an Obligor under the Finance Documents which is not a payment
obligation remains in force for so long as any payment obligation of an Obligor
is or may be outstanding under the Finance Documents.  (e)The
headings in this Agreement do not affect its interpretation.  2.FACILITY  2.1Facility  Subject to the terms of this
Agreement, the Lenders make available to the Borrowers a euro denominated term
loan facility in an aggregate amount equal to the Total Commitments.  2.2Nature
of a Finance Partys rights and obligations  Unless otherwise agreed by
all the Finance Parties:  (a)the
obligations of a Finance Party under the Finance Documents are several;  (b)failure
by a Finance Party to perform its obligations does not affect the obligations
of any other Party under the Finance Documents;  (c)no
Finance Party is responsible for the obligations of any other Finance Party
under the Finance Documents;  (d)the
rights of a Finance Party under the Finance Documents are separate and independent
rights;  (e)a
Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce those rights; and  (f)a
debt arising under the Finance Documents to a Finance Party is a separate and
independent debt.  3.PURPOSE  3.1Loans  (a)Finans
shall apply the proceeds of each Loan made to it to repay indebtedness owing by
it to the Company as at the date of this Agreement.  (b)The
Company shall apply the proceeds of each Loan made to it, together with the
proceeds of the repayment of indebtedness received from Finans (as mentioned
above):  (i)to
finance the Acquisition; and  (ii)to
finance or refinance fees, commissions, costs and/or expenses incurred by the
Company in connection with the Acquisition.  9 
   3.2No
obligation to monitor  No Finance Party is bound to
monitor or verify the utilisation of the Facility.  4.CONDITIONS PRECEDENT  4.1Conditions
precedent documents  A Request may not be given
until the Facility Agent has received all of the documents and evidence set out
in Schedule 2 (Conditions precedent documents) in form and substance
satisfactory to the Facility Agent.  The
Facility Agent must give  notification
that it has received all of the documents and evidence as set out in
Schedule 2 (Conditions Precedent Documents) to the Company and the Lenders
promptly upon being so satisfied.  4.2Further
conditions precedent  The obligations of each
Lender to participate in any Loan are subject to the further conditions
precedent that on both the date of the Request and the Utilisation Date for
that Loan:  (a)the
Repeating Representations are correct in all material respects; and  (b)no
Default is outstanding or would result from the Loan.  4.3Maximum
number  Unless the Facility Agent
agrees, a Request may not be given if, as a result, there would be more than
two Loans outstanding.  5.UTILISATION - LOANS  5.1Giving
of Requests  (a)A
Borrower may borrow a Loan by giving to the Facility Agent a duly completed
Request.  (b)Unless
the Facility Agent otherwise agrees, the latest time for receipt by the
Facility Agent of a duly completed Request is 11.00 a.m. one Business Day
before the Rate Fixing Day for the proposed borrowing.  (c)Each
Request is irrevocable.  5.2Completion
of Requests  A Request for a Loan will
not be regarded as having been duly completed unless:  (a)the
Utilisation Date is a Business Day falling within the Availability Period;  (b)the
amount of the Loan requested:  (i)is a
minimum of 10,000,000 and an integral multiple of 1,000,000;  (ii)is
not more than the maximum undrawn amount available under the Facility on the
proposed Utilisation Date;  10 
   (iii)does
not cause the aggregate principal amount of Loans borrowed by a Borrower (and
outstanding) to exceed the Borrowing Limit applicable to that Borrower; or  (iv)is
such other amount as the Facility Agent may agree; and  (c)the
proposed Term complies with this Agreement.  (d)Only
one Loan may be requested in a Request.  5.3Advance
of Loan  (a)The
Facility Agent must promptly notify each Lender of the details of the requested
Loan and the amount of its share in that Loan.  (b)The
amount of each Lenders share of the Loan will be its Pro Rata Share on the
proposed Utilisation Date.  (c)No
Lender is obliged to participate in a Loan if, as a result, the Loans would
exceed the Total Commitments.  (d)If
the conditions set out in this Agreement have been met, each Lender must make
its share in the Loan available to the Facility Agent for the relevant Borrower
through its Facility Office on the Utilisation Date.  6.REPAYMENT  6.1Repayment  Each Borrower must repay
each Loan made to it in full on the Final Maturity Date or, if the Final
Maturity Date is extended in accordance with Clause 6.2 (Extension option), the
Extended Maturity Date.  6.2Extension
option  (a)If
each Waiver is extended on terms acceptable to all the Lenders (acting
reasonably) by 1st March, 2004 (or such later date as may be agreed by all the
Lenders) in accordance with paragraph (b) below, the Final Maturity Date will
be automatically extended to the Extended Maturity Date.  (b)A
Waiver will be regarded as having been accepted by a Lender if:  (i)the
Company provides the Facility Agent with a copy of each Waiver for approval by
the Lenders; and  (ii)each
Lender (acting reasonably) confirms its acceptance of the terms of the Waiver
to the Facility Agent within five Business Days of receipt by the Facility
Agent from the Company of such Waiver PROVIDED that if a Lender does not
respond to the Facility Agent within such five Business Day period, that Lender
will be deemed to have accepted the terms of such Waiver.  (c)The
Facility Agent shall promptly notify the Lenders of the extension of the Final
Maturity Date under paragraph (a) above.  11 
   7.PREPAYMENT
AND CANCELLATION  7.1Mandatory
prepayment - illegality  (a)A
Lender must notify the Company promptly if it becomes aware that it is unlawful
under any applicable law in any relevant jurisdiction for that Lender to
perform any of its obligations under a Finance Document or to fund or maintain
its share in any Loan.  (b)After
notification under paragraph (a) above:  (i)each
Borrower must repay or prepay the share of that Lender in each Loan made to it
on the date specified in paragraph (c) below; and  (ii)the
Commitment of that Lender will be immediately cancelled.  (c)The
date for repayment or prepayment of a Lenders share in a Loan will be:  (i)the
last day of the current Term of that Loan; or  (ii)if
earlier, the date specified by the Lender in the notification under paragraph
(a) above and which must not be earlier than the last day of any applicable
grace period allowed by law.  7.2Mandatory
prepayment - change of control  (a)For
the purposes of this Clause a change of control occurs if Mr Mohammed
Al-Amoudi ceases to be the legal and beneficial owner, directly or indirectly,
of more than 90 per cent. of the issued share capital of the Company;  (b)The
Company must promptly notify the Facility Agent if it becomes aware of any
change of control.  (c)After
a change of control, the Company and the Lenders shall (if any of them so
requires) in good faith enter into negotiations for a period of up to 60 days
concerning the continuance of the Facility.  (d)If
by the end of such period mutual agreement between the Company and the Lenders
concerning the continuance of the Facility has not been reached, the Facility
Agent must:  (i)cancel
the Total Commitments; and  (ii)declare
all outstanding Loans, together with accrued interest and all other amounts
accrued under the Finance Documents, to be immediately due and payable.  (e)Any
such notice will take effect in accordance with its terms.  7.3Mandatory
Prepayment - sale of assets/debt transactions  (a)On
receipt after the date of this Agreement by any member of the Company Group of
Net Disposal Proceeds from the disposal of assets (other than proceeds in
respect of Permitted Disposals), the Company shall procure, if the amount
received is more than SEK50,000,000 in aggregate in respect of any financial
year of the Parent Group, that an amount equal to the amount by which that
aggregate amount exceeds SEK50,000,000 is promptly used to prepay any Loans
then outstanding.  12 
   (b)On
receipt by any member of the Company Group of Net Capital Proceeds, the Company
shall procure, if the amount received is more than SEK50,000,000 in aggregate
in respect of any financial year of the Parent Group, that an amount equal to
the Net Capital Proceeds is promptly used to prepay any Loans then
outstanding.  Notwithstanding the
foregoing, the Net Capital Proceeds received by the Company by way of drawings
under the Take Out Facility must be used in their entirety to prepay any Loans
then outstanding.  (c)In
the event that any Net Disposal Proceeds or Net Capital Proceeds which would
otherwise be required to be applied in prepayment of Loans under this
Clause 7.3, are received prior to the date on which the Facility is first
utilised, the Facility shall be cancelled upon that receipt by that
amount.  Such cancellation shall reduce
the Commitment of the Lenders rateably.  (d)For
the purposes of this Clause 7.2(e):  (i)Debt
Raisingmeans the raising of debt by:  (A)any
issue, sale or public offering of any public or private bond, convertible bond,
note, debenture or other capital market issue; or  (B)the
borrowing of money under any bank facility, whether syndicated or bilateral,
and including (without limitation) under the Take-Out Facility (but excluding
under the renewal or refinancing of any bank facilities existing as at the date
of the Agreement provided that the principal amounts of such facilities are not
increased);  (ii)Permitted
Disposalsmeans any disposal by a member of the Company
Group made in the ordinary course of trade;  (iii)Net Capital
Proceedsmeans any cash received by a member of the Company
Group under any Debt Raising less:  (A)all  reasonable out of pocket expenses and other
fees, costs and expenses reasonably incurred by any members of the Company
Group in connection with  such Debt
Raising;  (B)the
VAT or similar tax paid or payable by any member of the Company Group in
connection with such Debt Raising; and  (C)any
income, capital gains or other taxes incurred and required to be paid by any
member of the Company Group in connection with such Debt Raising as reasonably
determined in good faith by such member of the Company Group on the basis of
the tax rates applicable to the gain (if any) and after taking into account all
applicable credits, deductions and allowances.  (iv)Net
Disposal Proceedsmeans the gross total
proceeds received by members of the Company Group in cash from all disposals,
leases or transfers of fixed assets (including, for the avoidance of doubt,
Swedish gas and oil assets) or shares of the Company Group (other than
Permitted Disposals) less:  (A)all
reasonable out of pocket expenses and other fees, costs and expenses reasonably
incurred by members of the Company Group in connection with such disposal,
lease or transfer;  13 
   (B)the
VAT or similar tax paid or payable by any member of the Company Group in
connection with such disposal, lease or transfer;  (C)any
income, capital gains or other taxes incurred and required to be paid by any
member of the Company Group in connection with such disposal, lease or transfer
as reasonably determined in good faith by such member of the Company Group on
the basis of the tax rates applicable to the gain (if any) and after taking
into account all applicable credits, deductions and allowances; and  (D)provisions
for liabilities arising in connection with the disposal.  7.4Voluntary
prepayment  (a)A
Borrower may, by giving not less than 5 Business Days prior notice to the
Facility Agent, prepay any Loan made to it at any time in whole or in part.  (b)A
prepayment of part of a Loan must be in a minimum amount of 10,000,000.  7.5Automatic
cancellation  The Commitment of each
Lender will be automatically cancelled at the close of business on the last day
of the Availability Period.  7.6Voluntary
cancellation  (a)The
Company may, by giving not less than 5 Business Days prior notice to the
Facility Agent, cancel the unutilised amount of the Total Commitments in whole
or in part.  However no prior notice is
required if such cancellation is made in connection with the funding of the
Take Out Facility.  (b)Partial
cancellation of the Total Commitments must be in a minimum amount of
10,000,000.  (c)Any
cancellation in part will be applied against the Commitment of each Lender pro
rata.  7.7Involuntary  prepayment and cancellation  (a)If a
Borrower is, or will be, required to pay to a Lender a Tax Payment or an
Increased Cost, the Company may, while the requirement continues, give notice
to the Facility Agent requesting prepayment and cancellation in respect of that
Lender.  (b)After
notification under paragraph (a) above:  (i)each
Borrower must repay or prepay that Lenders share in each Loan made to it on
the date specified in paragraph (c) below; and  (ii)the
Commitment of that Lender will be immediately cancelled.  (c)The
date for repayment or prepayment of a Lenders share in a Loan will be the last
day of the current Term for that Loan or, if earlier, the date specified by the
Company in its notification.  7.8Partial
prepayment of  Loans  No amount of a Loan
prepaid  under this Agreement may
subsequently be re-borrowed.  14 
   7.9Miscellaneous
provisions  (a)Any
notice of prepayment and/or cancellation under this Agreement is irrevocable
and must specify the relevant date(s) and the affected Loans and
Commitments.  The Facility Agent must
notify the Lenders promptly of receipt of any such notice.  (b)All
prepayments under this Agreement must be made with accrued interest on the
amount prepaid.  No premium or penalty
is payable in respect of any prepayment except for Break Costs.  (c)The
Lenders may agree a shorter notice period for a voluntary prepayment or a
voluntary cancellation.  (d)No
prepayment or cancellation is allowed except in accordance with the express
terms of this Agreement.  (e)No
amount of the Total Commitments cancelled under this Agreement may subsequently
be reinstated.  8.INTEREST  8.1Calculation
of interest  The rate of interest on each
Loan for each Term is the percentage rate per annum equal to the aggregate of
the applicable:  (a)Margin;  (b)EURIBOR
and  (c)Mandatory
Cost.  8.2Payment
of interest  Except where it is provided
to the contrary in this Agreement, each Borrower must pay accrued interest on
each Loan made to it on the last day of each Term and also, if the Term is
longer than one month, on the dates falling at monthly intervals after the
first day of that Term.  8.3Interest
on overdue amounts  (a)If
an Obligor fails to pay any amount payable by it under the Finance Documents,
it must immediately on demand by the Facility Agent pay interest on the overdue
amount from its due date up to the date of actual payment, both before, on and
after judgment.  (b)Interest
on an overdue amount is payable at a rate determined by the Facility Agent to
be one per cent. per annum above the rate which would have been payable if the
overdue amount had, during the period of non-payment, constituted a Loan in the
currency of the overdue amount.  For
this purpose, the Facility Agent may (acting reasonably):  (i)select
successive Terms of any duration of up to three months; and  (ii)determine
the appropriate Rate Fixing Day for that Term.  15 
   (c)Notwithstanding
paragraph (b) above, if the overdue amount is a principal amount of a Loan and
becomes due and payable prior to the last day of its current Term, then:  (i)the
first Term for that overdue amount will be the unexpired portion of that Term;
and  (ii)the
rate of interest on the overdue amount for that first Term will be one per
cent. per annum above the rate then payable on that Loan.  After the expiry of the
first Term for that overdue amount, the rate on the overdue amount will be
calculated in accordance with paragraph (b) above.  (d)Interest
(if unpaid) on an overdue amount will be compounded with that overdue amount at
the end of each of its Terms but will remain immediately due and payable.  8.4Notification
of rates of interest  The Facility Agent must
promptly notify each relevant Party of the determination of a rate of interest
under this Agreement.  9.TERMS  9.1Selection  (a)Each
Loan has successive Terms.  (b)A
Borrower must select the first Term for a Loan in the relevant Request and each
subsequent Term in an irrevocable notice received by the Facility Agent not
later than 11.00 a.m. one Business Day before the Rate Fixing Day for that
Term.  Each Term for a Loan will start
on its Utilisation Date or on the expiry of its preceding Term.  (c)If a
Borrower fails to select a Term for an outstanding Loan under paragraph (b)
above, that Term will, subject to the other provisions of this Clause, be one
month.  (d)Subject
to the following provisions of this Clause, each Term for a Loan will be one
month or any other period agreed by the Company and the Lenders.  9.2No
overrunning the Final Maturity Date  If a Term would otherwise
overrun the Final Maturity Date or, if extended in accordance with Clause 6.1
(Extension option), the Extended Maturity Date, it will be shortened so that it
ends on the Final Maturity Date or the Extended Maturity Date (as the case may
be) .  9.3Other
adjustments  The Facility Agent and the
relevant Borrower may enter into such other arrangements as they may agree for
the adjustment of Terms and the consolidation and/or splitting of Loans.  9.4Notification  The Facility Agent must
notify the Company and the Lenders of the duration of each Term promptly after
ascertaining its duration.  16 
   10.MARKET DISRUPTION  10.1Failure
of a Reference Bank to supply a rate  If EURIBOR is to be
calculated by reference to the Reference Banks but a Reference Bank does not
supply a rate by 12.00 noon (local time) on a Rate Fixing Day, the applicable
EURIBOR will, subject as provided below, be calculated on the basis of the
rates of the remaining Reference Banks.  10.2Market
disruption  (a)In
this Clause, each of the following events is a market disruption event:  (i)EURIBOR
is to be calculated by reference to the Reference Banks but no, or only one,
Reference Bank supplies a rate by 12.00 noon (local time) on the Rate Fixing
Day; or  (ii)the
Facility Agent receives by close of business on the Rate Fixing Day
notification from Lenders whose shares in the relevant Loan exceed 30 per cent.
of that Loan that the cost to them of obtaining matching deposits in the
relevant interbank market is in excess of EURIBOR for the relevant Term.  (b)The
Facility Agent must promptly notify the Company and the Lenders of a market
disruption event.  (c)After
notification under paragraph (b) above, the rate of interest on each Lenders
share in the affected Loan for the relevant Term will be the aggregate of the
applicable:  (i)Margin;  (ii)rate
notified to the Facility Agent by that Lender as soon as practicable, and in
any event before interest is due to be paid in respect of that Term, to be that
which expresses as a percentage rate per annum the cost to that Lender of
funding its share in that Loan from whatever source it may reasonably select;
and  (iii)Mandatory
Cost.  10.3Alternative
basis of interest or funding  (a)If a
market disruption event occurs and the Facility Agent or the Company so
requires, the Company and the Facility Agent must enter into negotiations for a
period of not more than 30 days with a view to agreeing an alternative basis
for determining the rate of interest and/or funding for the affected Loan and
any future Loan.  (b)Any
alternative basis agreed will be, with the prior consent of all the Lenders,
binding on all the Parties.  11.TAXES  11.1General  In this Clause  17 
   Tax Creditmeans a credit against any Tax or any relief or remission for Tax (or its
repayment).  Qualifying Lendermeans a Lender which is:  (a)a
Swedish Lender; or  (b)a
Treaty Lender  Swedish Lendermeans a Lender which is able under the domestic law of Sweden to receive source
interest of Sweden free of any deduction or withholding for or on account of
tax (if any) imposed by Sweden.  Treaty Lendermeans a Lender which is:  (a)resident
(as defined in the appropriate double taxation agreement) in a country with
which Sweden has a double taxation agreement giving residents of that country
exemption from Swedish taxation on interest; and  (b)does
not carry on a business in Sweden through a permanent establishment with which
the payment is effectively connected.  11.2Tax
gross-up  (a)Each
Obligor must make all payments to be made by it under the Finance Documents
without any Tax Deduction, unless a Tax Deduction is required by law.  (b)If
an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or
that there is a change in the rate or the basis of a Tax Deduction), it must
promptly notify the Facility Agent.  The
Facility Agent must then promptly notify the affected Parties.  (c)Except
as provided below, if a Tax Deduction is required by law to be made by an
Obligor or the Facility Agent, the amount of the payment due from the Obligor
will be increased to an amount which (after making the Tax Deduction) leaves an
amount equal to the payment which would have been due if no Tax Deduction had
been required.  (d)Except
as provided below, an Obligor is not required to make an increased payment
under paragraph (c) above for a Tax Deduction in respect of tax imposed by
Sweden on a Lender that is not, or has ceased to be, a Qualifying Lender in
excess of the amount that the Obligor would have had to pay had the Lender
been, or not ceased to be, a Qualifying Lender.  (e)Paragraph
(d) above will not apply if the Lender has ceased to be a Qualifying Lender by
reason of any change after the date it became a Lender under this Agreement in
(or in the interpretation, administration, or application of) any law or double
taxation agreement or any published practice or concession of any relevant
taxing authority.  (f)An
Obligor is not required to make an increased payment to a Lender under
paragraph (c) above for a Tax Deduction in respect of tax imposed by Sweden if
the Obligor making the payment is able to demonstrate that the Tax Deduction
would not have been required if the Lender had complied with its obligations
under paragraph (i) below.  (g)If
an Obligor is required to make a Tax Deduction, that Obligor must make the
minimum Tax Deduction allowed by law and must make any payment required in
connection with that Tax Deduction within the time allowed by law.  18 
   (h)Within
30 days of making either a Tax Deduction or a payment required in connection
with a Tax Deduction, the Obligor making that Tax Deduction must deliver to the
Facility Agent for the relevant Finance Party evidence satisfactory to that
Finance Party (acting reasonably) that the Tax Deduction has been made or (as
applicable) the appropriate payment has been paid to the relevant taxing
authority.  (i)A
Lender must co-operate with each Obligor by using its reasonable endeavours to
complete any procedural formalities necessary for that Obligor to obtain
authorisation to make that payment without a Tax Deduction.  11.3Tax
indemnity  (a)Except
as provided below, the Company must indemnify a Finance Party against any loss
or liability which that Finance Party (in its absolute discretion but acting in
good faith) determines will be or has been suffered (directly or indirectly) by
that Finance Party for or on account of Tax in relation to a payment received
or receivable (or any payment deemed to be received or receivable) under a
Finance Document.  (b)Paragraph
(a) above does not apply to any Tax assessed on a Finance Party under the laws
of the jurisdiction in which:  (i)that
Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party has a Facility Office and is treated
as resident for tax purposes; or  (ii)that
Finance Partys Facility Office is located in respect of amounts received or
receivable in that jurisdiction,  if that Tax is imposed on or
calculated by reference to the net income received or receivable by that
Finance Party.  However, any payment
deemed to be received or receivable, including any amount treated as income but
not actually received by the Finance Party, such as a Tax Deduction, will not
be treated as net income received or receivable for this purpose.  (c)Paragraph
(a) above shall not apply to the extent a loss, liability or cost:  (i)is
compensated for by an increased payment under Clause11.2 (Tax gross-up); or  (ii)would
have been compensated for by an increased payment under Clause 11.2 (Tax
gross-up) but was not so compensated solely because one of the exclusions in
paragraph (d) of Clause 11.2 (Tax gross-up) applied.  (d)A
Finance Party making, or intending to make, a claim under paragraph (a) above
must promptly notify the Company of the event which will give, or has given,
rise to the claim.  11.4Tax
Credit  If an Obligor makes a Tax
Payment and the relevant Finance Party (in its absolute discretion but acting
in good faith) determines that:  (a)a
Tax Credit is attributable to that Tax Payment; and  (b)it
has used and retained that Tax Credit,  19 
   the Finance Party must pay
an amount to the Obligor which that Finance Party determines (in its absolute
discretion but acting in good faith) will leave it (after that payment) in the
same after-tax position as it would have been if the Tax Payment had not been
required to be made by the Obligor.  11.5Stamp
taxes  The Company must pay and
indemnify each Finance Party against any stamp duty, registration or other
similar Tax payable in connection with the entry into, performance or enforcement
of any Finance Document, except for any such Tax payable in connection with the
entry into a Transfer Certificate.  11.6Value
added taxes  (a)Any
amount (including costs and expenses) payable under a Finance Document by an
Obligor is exclusive of any value added tax or any other Tax of a similar
nature which might be chargeable in connection with that amount.  If any such Tax is chargeable, the Obligor
must pay to the Finance Party (in addition to and at the same time as paying
that amount) an amount equal to the amount of that Tax.  (b)The
obligation of any Obligor under paragraph (a) above will be reduced to the
extent that the Finance Party determines (acting reasonably) that it is
entitled to repayment or a credit in respect of the relevant Tax.  12.INCREASED COSTS  12.1Increased
Costs  Except as provided below in
this Clause, the Company must pay to a Finance Party the amount of any
Increased Cost incurred by that Finance Party or any of its Affiliates as a
result of:  (a)the
introduction of, or any change in, or any change in the interpretation,
administration or application of, any law or regulation; or  (b)compliance
with any law or regulation,  made after the date of this
Agreement.  12.2Exceptions  The Company need not make
any payment for an Increased Cost to the extent that the Increased Cost is:  (a)compensated
for under another Clause or would have been but for an exception to that
Clause;  (b)a
tax on the overall net income of a Finance Party or any of its Affiliates; or  (c)attributable
to a Finance Party or its Affiliate negligently or wilfully failing to comply
with any law or regulation.  20 
   12.3Claims  A Finance Party intending to
make a claim for an Increased Cost must notify the Company promptly of the
circumstances giving rise to, and the amount of, the claim.  13.MITIGATION  13.1Mitigation  (a)Each
Finance Party must, in consultation in good faith with the Company, take all
reasonable steps to mitigate any circumstances which arise and which result or
would result in:  (i)any
Tax Payment or Increased Cost being payable to that Finance Party;  (ii)that
Finance Party being able to exercise any right of prepayment and/or
cancellation under this Agreement by reason of any illegality; or  (iii)that
Finance Party incurring any cost of complying with the minimum reserve
requirements of the European Central Bank,  including transferring its
rights and obligations under the Finance Documents to an Affiliate or changing
its Facility Office.  (b)Paragraph
(a) above does not in any way limit the obligations of any Obligor under the
Finance Documents.  (c)The
Company must indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of any step taken by it under this
Subclause.  (d)A
Finance Party is not obliged to take any step under this Subclause if, in the
opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.  (e)Each
Lender agrees that it will not take any steps to mitigate any circumstances
referred to in this Clause if, following consultation with the Company, the
Company objects to that Lender taking such steps.  13.2Conduct
of business by a Finance Party  No term of this Agreement
will:  (a)interfere
with the right of any Finance Party to arrange its affairs (Tax or otherwise)
in whatever manner it thinks fit;  (b)oblige
any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it in respect of Tax or the extent, order and manner of
any claim; or  (c)oblige
any Finance Party to disclose any information relating to its affairs (Tax or
otherwise) or any computation in respect of Tax.  21 
   14.PAYMENTS  14.1Place  Unless a Finance Document
specifies that payments under it are to be made in another manner, all payments
by a Party (other than the Facility Agent) under the Finance Documents must be
made to the Facility Agent to its account at such office or bank in the
principal financial centre of a Participating Member State or London or
Stockholm, as it may notify to that Party for this purpose by not less than
five Business Days prior notice.  14.2Funds  Payments under the Finance
Documents to the Facility Agent must be made for value on the due date at such
times and in such funds as the Facility Agent may specify to the Party
concerned as being customary at the time for the settlement of transactions in
that currency in the place for payment.  14.3Distribution  (a)Each
payment received by the Facility Agent under the Finance Documents for another
Party must, except as provided below, be made available by the Facility Agent
to that Party by payment (as soon as practicable after receipt) to its account
with such office or bank in the principal financial centre of a Participating
Member State or London or Stockholm, as it may notify to the Facility Agent for
this purpose by not less than five Business Days prior notice.  (b)The
Facility Agent may apply any amount received by it for an Obligor in or towards
payment (as soon as practicable after receipt) of any amount due from that
Obligor under the Finance Documents or in or towards the purchase of any amount
of any currency to be so applied.  (c)Where
a sum is paid to the Facility Agent under this Agreement for another Party, the
Facility Agent is not obliged to pay that sum to that Party until it has
established that it has actually received it. 
However, the Facility Agent may assume that the sum has been paid to it,
and, in reliance on that assumption, make available to that Party a
corresponding amount.  If it transpires
that the sum has not been received by the Facility Agent, that Party must
immediately on demand by the Facility Agent refund any corresponding amount
made available to it together with interest on that amount from the date of
payment to the date of receipt by the Facility Agent at a rate calculated by
the Facility Agent to reflect its cost of funds.  14.4Currency  (a)Unless
a Finance Document specifies that payments under it are to be made in a
different manner, the currency of each amount payable under the Finance
Documents is determined under this Clause.  (b)Amounts
payable in respect of costs and expenses are payable in the currency in which
they are incurred.  (c)Each
other amount payable under the Finance Documents is payable in euros.  22 
   14.5No
set-off or counterclaim  All payments made by an
Obligor under the Finance Documents must be made without set-off or
counterclaim.  14.6Business
Days  (a)If a
payment under the Finance Documents is due on a day which is not a Business
Day, the due date for that payment will instead be the next Business Day in the
same calendar month (if there is one) or the preceding Business Day (if there
is not) or, if different, whatever day may be market practice.  (b)During
any extension of the due date for payment of any principal under this Agreement
interest is payable on that principal at the rate payable on the original due
date.  14.7Partial
payments  (a)If
any Finance Party receives a payment insufficient to discharge all the amounts
then due and payable by the Obligors under the Finance Documents, the Finance
Party must apply that payment towards the obligations of the Obligors under the
Finance Documents in the following order:  (i)first, in
or towards payment pro rata of any unpaid fees, costs and expenses of the
Finance Parties under the Finance Documents;  (ii)secondly, in
or towards payment pro rata of any accrued interest or fee due but unpaid under
this Agreement;  (iii)thirdly, in
or towards payment pro rata of any principal amount due but unpaid under this
Agreement; and  (iv)fourthly, in
or towards payment pro rata of any other sum due but unpaid under the Finance
Documents.  (b)The
Facility Agent must, if so directed by all the Lenders, vary the order set out
in sub-paragraphs (a)(ii) to (iv) above.  (c)This
Subclause will override any appropriation made by an Obligor.  14.8Timing
of payments  If a Finance Document does
not provide for when a particular payment is due, that payment will be due
within three Business Days of demand by the relevant Finance Party.  15.GUARANTEE AND INDEMNITY  15.1Guarantee
and indemnity  (a)The
Parent irrevocably and unconditionally (except as provided in this Clause):  (i)guarantees
to each Finance Party punctual performance by each Borrower of all its payment
obligations under the Finance Documents;  23 
   (ii)undertakes
with each Finance Party that, whenever a Borrower does not pay any amount when
due under any Finance Document, the Parent must immediately on demand by the
Facility Agent pay that amount as if it were the principal obligor; and  (iii)indemnifies
each Finance Party immediately on demand against any loss or liability suffered
by that Finance Party if any payment obligation guaranteed by it is or becomes
unenforceable, invalid or illegal; the amount of the loss or liability under
this indemnity will be equal to the amount the Finance Party would otherwise
have been entitled to recover.  (b)The
Company irrevocably and unconditionally (except as provided in this Clause):  (i)guarantees
to each Finance Party punctual performance by Finans of all its payment
obligations under the Finance Documents;  (ii)undertakes
with each Finance Party that, whenever Finans does not pay any amount when due
under any Finance Document, the Company must immediately on demand by the
Facility Agent pay that amount as if it were the principal obligor; and  (iii)indemnifies
each Finance Party immediately on demand against any loss or liability suffered
by that Finance Party if any payment obligation guaranteed by it is or becomes
unenforceable, invalid or illegal; the amount of the loss or liability under
this indemnity will be equal to the amount the Finance Party would otherwise
have been entitled to recover.  15.2Continuing
guarantee  These guarantees are
continuing guarantees and will extend to the ultimate balance of all sums
payable by  the Borrowers (in the case
of the guarantee given by the Parent) and Finans (in the case of the guarantee
given by the Company), in each case under the Finance Documents, regardless of
any intermediate payment or discharge in whole or in part.  15.3Reinstatement  (a)If
any discharge (whether in respect of the obligations of an Obligor or any
security for those obligations or otherwise) or arrangement is made in whole or
in part on the faith of any payment, security or other disposition which is
avoided or must be restored on insolvency, liquidation or otherwise without
limitation, the liability of each Guarantor under this Clause  will
continue as if the discharge or arrangement had not occurred.  (b)Each
Finance Party may concede or compromise any claim that any payment, security or
other disposition is liable to avoidance or restoration.  15.4Waiver
of defences  The obligations of each
Guarantor under this Clause will not be affected by any act, omission or
thing which, but for this provision, would reduce, release or prejudice any of
its obligations under this Clause (whether or not known to it or any
Finance Party).  This includes:  (a)any
time or waiver granted to, or composition with, any person;  (b)any
release of any person under the terms of any composition or arrangement;  24 
   (c)the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any person;  (d)any
non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any
security;  (e)any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of any person;  (f)any
amendment (however fundamental) of a Finance Document or any other document or
security; or  (g)any
unenforceability, illegality, invalidity or non-provability of any obligation
of any person under any Finance Document or any other document or security.  15.5Immediate
recourse  (a)Subject
to paragraph (b) below, each Guarantor waives any right it may have of first
requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other right or security or claim payment from any person
before claiming from that Guarantor under this Clause.  (b)No
demand shall be made on a Guarantor under this Clause unless and until a
Finance Party has first notified the relevant Borrower that the payment owing
by the that Borrower, with respect to which the demand is to be made on that
Guarantor, is due and payable. The demand on the Guarantor may be made
immediately following the giving of such notification.  15.6Appropriations  Until all amounts which may
be or become payable by the Obligors under the Finance Documents have been
irrevocably paid in full, each Finance Party (or any trustee or agent on its
behalf) may without affecting the liability of the Parent under this Clause:  (a)refrain
from applying or enforcing any other moneys, security or rights held or
received by that Finance Party (or any trustee or agent on its behalf) in
respect of those amounts; or  (b)apply
and enforce them in such manner and order as it sees fit (whether against those
amounts or otherwise); and  (c)hold
in an interest-bearing suspense account any moneys received from a Guarantor or
on account of that Guarantors liability under this Clause.  15.7Non-competition  Unless:  (a)all
amounts which may be or become payable by the Obligors under the Finance
Documents have been irrevocably paid in full; or  (b)the
Facility Agent otherwise directs,  25 
   no Guarantor will, after a
claim has been made or by virtue of any payment or performance by it under this
Clause:  (i)be
subrogated to any rights, security or moneys held, received or receivable by
any Finance Party (or any trustee or agent on its behalf);  (ii)be
entitled to any right of contribution or indemnity in respect of any payment
made or moneys received on account of that Guarantors liability under this
Clause;  (iii)claim,
rank, prove or vote as a creditor of a Borrower or its estate in competition
with any Finance Party (or any trustee or agent on its behalf); or  (iv)receive,
claim or have the benefit of any payment, distribution or security from or on
account of a Borrower, or exercise any right of set-off as against a Borrower.  Each Guarantor must hold in
trust for and immediately pay or transfer to the Facility Agent for the Finance
Parties any payment or distribution or benefit of security received by it
contrary to this Clause or in accordance with any directions given by the
Facility Agent under this Clause.  15.8Additional
security  This guarantee is in
addition to and is not in any way prejudiced by any other security now or
subsequently held by any Finance Party.  15.9Limitations  This guarantee does not
apply to any liability to the extent it would result in this guarantee
constituting unlawful financial assistance within the meaning of
Section 151 of the Companies Act 1985.  16.REPRESENTATIONS  16.1Representations  The representations set out
in this Clause are made by each Obligor or (if it so states) the relevant
Obligor in each case, with respect to itself, its Subsidiaries and, where
stated, in the case of the Parent, the Parent Group and, in the case of the
Company, the Company Group to each Finance Party.  16.2Status  (a)It
is a limited liability company, duly incorporated and validly existing under
the laws of the Kingdom of Sweden.  (b)It
and each of its Subsidiaries has the power to own its assets and carry on its
business as it is being conducted.  16.3Powers
and authority  It has the power to enter
into and perform, and has taken (or will take prior to the delivery of the
first Request by either Borrower) all necessary action to authorise the entry
into and performance of, the Finance Documents to which it is or will be a
party and the transactions contemplated by those Finance Documents.  26 
   16.4Legal
validity  Subject to any general
principles of law limiting its obligations and referred to in any legal opinion
required under this Agreement, each Finance Document to which it is a party is
its legally binding, valid and enforceable obligation.  16.5Non-conflict  The entry into and
performance by it of, and the transactions contemplated by, the Finance
Documents do not conflict with:  (a)any
law or regulation applicable to it;  (b)its
or any of its Subsidiaries constitutional documents; or  (c)any
document which is binding upon it or any of its Subsidiaries or any of its or
its Subsidiaries assets,  except, in all cases above,
where such conflict would not reasonably be expected to have a Material Adverse
Effect and provided that, in the case of paragraph (a) above, would not result
in any liability for a Finance Party.  16.6Security  The Security Agreement
creates the security interests it purports to create and is not (to the best of
its knowledge) liable to be avoided or otherwise set aside on the liquidation
of the Company or for any other reason.  16.7No
default  (a)No
Event of Default is outstanding or will result from the execution of, or the
performance of any transaction contemplated by, any Finance Document; and  (b)no
other event is outstanding which constitutes a default under any document which
is binding on it or any of its Subsidiaries or any of its or its Subsidiaries
assets to an extent or in a manner which is reasonably likely to have a
Material Adverse Effect.  16.8Authorisations  All authorisations required
by it in connection with the entry into, performance, validity and enforceability
of, and the transactions contemplated by, the Finance Documents have been (or
will have been by the date of the delivery of the first Request by either
Borrower) obtained or effected (as appropriate) and are in full force and
effect.  16.9Financial
statements  Its financial statements
most recently delivered to the Facility Agent (which at the date of this
Agreement, are the Original Financial Statements):  (a)have
been prepared in accordance with accounting principles and practices generally
accepted in the Kingdom of Sweden, consistently applied; and  27 
   (b)give
a true and fair view of its financial condition (consolidated, if applicable)
as at the date to which they were drawn up, subject to the limitations inherent
in the preparation of unaudited accounts,  except, in each case, as
disclosed to the contrary in those financial statements.  16.10No
material adverse change  There has been no material
adverse change in the consolidated financial condition of (in the case of the
Parent) the Parent Group or (in the case of the Company) the Company Group
since the date to which the Original Financial Statements were drawn up.  16.11Litigation  No litigation, arbitration
or administrative proceedings are current or, to its knowledge, pending or
threatened, which, if adversely determined, are reasonably likely to have a
Material Adverse Effect.  16.12Pari
passu ranking  Its payment obligations
under the Finance Documents rank at least pari passu with all its other present
and future unsecured payment obligations, except for obligations mandatorily
preferred by law applying to companies generally.  16.13Taxes
on payments  All amounts payable by it
under the Finance Documents may be made without any Tax Deduction in the
Kingdom of Sweden.  16.14Stamp
duties  No stamp or registration
duty or similar Tax or charge is payable in the Kingdom of Sweden in respect of
any Finance Document except for stamp duty of one per cent. on the amount
covered by the floating charge certificates issued in connection with and
pledged under the Security Agreement payable upon issuance of such floating
charge certificates.  16.15Immunity  (a)The
execution by it of each Finance Document constitutes, and the exercise by it of
its rights and performance of its obligations under each Finance Document will
constitute, private and commercial acts performed for private and commercial
purposes; and  (b)it
will not be entitled to claim immunity from suit, execution, attachment or
other legal process in any proceedings taken in its jurisdiction of
incorporation in relation to any Finance Document.  16.16No
adverse consequences  (a)It
is not necessary under the laws of its jurisdiction of incorporation:  (i)in
order to enable any Finance Party to enforce its rights under any Finance
Document; or  28 
   (ii)by
reason of the execution of any Finance Document or the performance by it of its
obligations under any Finance Document,  that any Finance Party
should be licensed, qualified or otherwise entitled to carry on business in its
jurisdiction of incorporation; and  (b)no
Finance Party is or will be deemed to be resident, domiciled or carrying on
business in its jurisdiction of incorporation by reason only of the execution,
performance and/or enforcement of any Finance Document.  16.17Jurisdiction/governing
law  (a)Its:  (i)irrevocable
submission under this Agreement to the jurisdiction of the courts of England;  (ii)agreement
that this Agreement is governed by English law; and  (iii)agreement
not to claim any immunity to which it or its assets may be entitled,  are legal, valid and binding
under the laws of its jurisdiction of incorporation; and  (b)any
judgment obtained in England will be recognised and be enforceable by the
courts of its jurisdiction of incorporation.  16.18Intercompany
indebtedness  As at the date of this
Agreement, and as at the first Utilisation Date for borrowings by Finans,
intercompany indebtedness is outstanding owing by Finans to the Company in an
amount in excess of the Borrowing Limit applicable to Finans.  16.19Ownership
of Finans / Petroleum  (a)Finans
is a wholly-owned Subsidiary of the Company; and  (b)the
Company is a wholly-owned Subsidiary of the Parent.  16.20Times
for making representations  (a)The
representations set out in this Clause are made by each Obligor on the date of
this Agreement.  (b)Unless
a representation is expressed to be given at a specific date, each
representation (other than those representations set out in Clauses 16.11
(Litigation), 16.13 (Taxes on payment) and 16.14 (Stamp duties)) is deemed to
be repeated by each Obligor on the date of each Request, onthe first day of
each Term and on the date on which the Final Maturity Date is extended to the
Extended Maturity Date in accordance with Clause 6.2 (Extension option).  (c)When
a representation is repeated, it is applied to the circumstances existing at
the time of repetition.  29 
   17.INFORMATION COVENANTS  17.1Financial
statements  (a)Each
Obligor must supply to the Facility Agent in sufficient copies for all the
Lenders:  (i)its
audited consolidated financial statements for each of its financial years; and  (ii)its
interim consolidated financial statements for the first half-year of each of
its financial years.  (b)All
financial statements must be supplied as soon as they are available and:  (i)in
the case of audited consolidated financial statements, within 150 days; and  (ii)in
the case of interim financial statements, within 90 days,  of the end of the relevant
financial period.  17.2Form
of financial statements  (a)Each
Obligor must ensure that each set of financial statements supplied under this
Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly
represents, the financial condition (consolidated or otherwise) of the relevant
person as at the date to which those financial statements were drawn up.  (b)Each
Obligor must notify the Facility Agent of any change to the manner in which its
audited consolidated financial statements are prepared.  (c)If
requested by the Facility Agent, the relevant Obligor must supply to the
Facility Agent a full description of any change notified under paragraph (b)
above.  17.3Information
- miscellaneous  (a)The
Company must supply to the Facility Agent with each set of its Financial
Statements delivered in accordance with Clause 17.1(a)(i) (Financial
statements) financial projections for the following five years.  (b)Each
Obligor must supply to the Facility Agent, in sufficient copies for all the
Lenders if the Facility Agent so requests:  (i)copies
of all documents despatched by it to its creditors generally or any class of
them at the same time as they are despatched;  (ii)promptly
upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings which are current, threatened by a public or
governmental body or entity or by way of a formal notice (by letter before
action, a lawyers letter or otherwise) or pending and which might, if
adversely determined, have a Material Adverse Effect;  (iii)promptly
on request, a list of the then current subsidiaries; and  30 
   (iv)promptly
on request, such further information regarding the financial condition and
operations of it and its Subsidiaries as any Finance Party through the Facility
Agent may reasonably request.  17.4Notification
of Default  (a)Unless
the Facility Agent has already been so notified by another Obligor, each
Obligor must notify the Facility Agent of any Default (and the steps, if any,
being taken to remedy it) promptly upon becoming aware of its occurrence.  (b)Promptly
on request by the Facility Agent, each Obligor must supply to the Facility
Agent a certificate, signed by two of its authorised signatories on its behalf,
certifying that no Default is outstanding or, if a Default is outstanding,
specifying the Default and the steps, if any, being taken to remedy it.  17.5Year
end  No Obligor may change its
financial year end.  17.6Use
of websites  (a)Except
as provided below, each Obligor may deliver any information under this
Agreement to a Lender by posting it on to an electronic website if:  (i)the
Facility Agent and the Lender agree;  (ii)the
relevant Obligor and the Facility Agent designate an electronic website for
this purpose;  (iii)the
relevant Obligor notifies the Facility Agent of the address of and password for
the website; and  (iv)the
information posted is in a format agreed between the relevant Obligor and the
Facility Agent.  The Facility Agent must
supply each relevant Lender with the address of and password for the website.  (b)Notwithstanding
the above, each Obligor must supply to the Facility Agent in paper form a copy
of any information posted on the website together with sufficient copies for:  (i)any
Lender not agreeing to receive information via the website; and  (ii)within
ten Business Days of request any other Lender, if that Lender so requests.  (c)Each
Obligor must promptly upon becoming aware of its occurrence, notify the
Facility Agent if:  (i)its
website cannot be accessed;  (ii)the
website or any information on the website is infected by any electronic virus
or similar software;  (iii)the
password for the website is changed; or  31 
   (iv)any
information to be supplied under this Agreement is posted on the website or
amended after being posted.  If the circumstances in
paragraphs (i) or (ii) above occur, the relevant Obligor must supply any
information required under this Agreement in paper form.  18.GENERAL COVENANTS  18.1General  Each Obligor agrees to be
bound by the covenants set out in this Clause relating to it and, where the covenant
is expressed to apply to each member of the Parent Group, each Obligor must
ensure that each of its Subsidiaries performs that covenant.  18.2Authorisations  Each Obligor must promptly
obtain, maintain and comply with the terms of any authorisation required under
any law or regulation to enable it to perform its obligations under, or for the
validity or enforceability of, any Finance Document.  18.3Compliance
with laws  Each member of the Parent
Group must comply in all respects with all laws to which it is subject where
failure to do so would reasonably be likely to have a Material Adverse Effect.  18.4Pari
passu ranking  Each Obligor must ensure
that its payment obligations under the Finance Documents rank at least pari
passu with all its other present and future unsecured payment obligations,
except for obligations mandatorily preferred by law applying to companies
generally.  18.5Negative
pledge  (a)Except
as provided below, no member of the Parent Group may create or allow to exist
any Security Interest on any of its assets.  (b)Paragraph (a)
does not apply to:  (i)any
Security Interest created or permitted to exist with the prior consent of the
Facility Agent;  (ii)any
Security Interest constituted by the Security Documents or the indenture
entered into by the Parent in connection with the Senior Secured Notes;  (iii)any
Security Interest listed in Schedule 6 (Existing Security) except to the
extent the principal amount secured by that Security Interest exceeds the
amount stated in that Schedule;  (iv)any
Security Interest comprising a netting or set-off arrangement entered into by a
member of the Parent Group in the ordinary course of its banking arrangements
for the purpose of netting debit and credit balances;  (v)any
Security Interest arising by operation of law and in the ordinary course of
business and securing amounts not more than 90 days overdue;  32 
   (vi)any
Security Interest on an asset, or an asset of any person, acquired by a member
of the Parent Group after the date of this Agreement but only for the period of
six months from the date of acquisition and to the extent that the principal
amount secured by that Security Interest has not been incurred or increased in
contemplation of, or since, the acquisition;  (vii)any
Security Interest over assets acquired after the date of this Agreement as
security for or in respect of Financial Indebtedness incurred solely to finance
all or part of the purchase price of those assets, provided that the Security
Interest is created at the time of the acquisition and the maximum amount of
the Financial Indebtedness secured by that Security Interest does not exceed
the purchase price and that such Security Interests are discharged within six months
from the date of acquisition;  (viii)any
Security Interest over amounts which a member of the Parent Group is required
under the rules of any relevant financial exchange to place as collateral with
a financial exchange in relation to derivative instruments entered into in the
ordinary course of trade;  (ix)any
Security Interest (the new Security Interest) created in
substitution for any of the Security Interests referred to in paragraphs (i) to
(viii) above, provided that the new Security Interest subsists over the same
asset(s) as had been secured by the Security Interest which it replaced and the
principal, capital or nominal amount secured by the new Security Interest does
not exceed the amount permitted to be secured by the Security Interest which it
replaced; and  (x)any
Security Interest securing indebtedness the amount of which (when aggregated
with the amount of any other indebtedness which has the benefit of a Security
Interest not allowed under the preceding sub-paragraphs) does not exceed
15,000,000 or its equivalent at any time (when aggregated with the value of
transactions permitted in accordance with paragraph (c) below).  (c)No
member of the Parent Group may:  (i)sell,
transfer or otherwise dispose of any of its assets on terms where it is or may
be leased to or re-acquired or acquired by a member of the Parent Group or any
of its related entities; or  (ii)sell,
transfer or otherwise dispose of any of its receivables on recourse terms,  in circumstances where the
transaction is entered into primarily as a method of raising Financial
Indebtedness or of financing the acquisition of an asset, except where the
value of such sale, transfer or disposal does not exceed 15,000,000 or its
equivalent at any time (when aggregated with the amount of any indebtedness
subject to a Security Interest referred to in paragraph (b)(x) above).  18.6Disposals  (a)Except
as provided below, no member of the Parent Group may, either in a single
transaction or in a series of transactions and whether related or not, dispose
of all or any part of its assets.  (b)Paragraph (a)
does not apply to any disposal:  (i)made
in the ordinary course of business of the disposing entity;  33 
   (ii)of
assets in exchange for other assets comparable or superior as to type, value
and quality;  (iii)by
one member of the Company Group to another member of the Company Group on arms
length terms for fair value;  (iv)by
the Parent to the Company;  (v)of
any asset from the Company Group to the Parent, the disposal of which asset to
the Parent the Parent must procure is not restricted by the terms of the Senior
Secured Notes;  (vi)constituted
by the Companys Group Contribution;  (vii)in
the event that the Company makes no Group Contribution, or makes a Group
Contribution of an amount less than the Charges, a disposal by the Company by
way of a payment to the Parent out of the Companys distributable profits in
any year to enable the Parent to pay the Charges;  (viii)where
the higher of the market value or consideration receivable (when aggregated with
the higher of the market value or consideration for any other disposal not
allowed under the preceding sub-paragraphs) does not exceed 10,000,000 or its
equivalent in any financial year of the Company.  18.7Financial
Indebtedness  (a)Except
as provided below, no member of the Company Group may incur any Financial
Indebtedness.  (b)Paragraph (a)
does not apply to:  (i)any
Financial Indebtedness incurred under the Finance Documents;  (ii)any
Financial Indebtedness existing as at the date of this Agreement, provided that
the amount of such Financial Indebtedness shall not be increased or the
maturity extended without the prior consent of the Lenders;  (iii)any
Financial Indebtedness owed by a member of the Company Group to another member
of the Company Group;  (iv)any
Financial Indebtedness owing by the Company to the Parent, so long as the
rights of the Parent with respect to that Financial Indebtedness are
subordinated to the rights of the Lenders with respect to the Facility on terms
satisfactory to the Lenders;  (v)any
Financial Indebtedness of any person acquired by a member of the Parent Group
which is incurred under arrangements in existence at the date of acquisition,
but only for a period of six months from the date of acquisition;  (vi)any
derivative transaction protecting against or benefiting from fluctuations in
any rate or price entered into in the ordinary course of business; or  (vii)any
documentary credit in respect of the purchase of oil in the ordinary course of
business of the Company where the seller requires such documentary credit to be  34 
   provided in respect of the payments due for the oil as a condition
precedent to delivery; or  (viii)(Financial
Indebtedness which in aggregate does not exceed 5,000,000 or its equivalent at
any time.  18.8Change
of business  The Company must ensure that
no substantial change is made to the general nature of the business of the
Company or the Company Group from that carried on at the date of this
Agreement.  18.9Mergers  No Obligor may, and each
Obligor will procure that none of its Subsidiaries shall, enter into any
amalgamation, demerger, merger or reconstruction otherwise than:  (a)in
respect of a member of the Parent Group other than an Obligor, under an intra-Group
re-organisation on a solvent basis;  (b)in
respect of a member of the Parent Group other than an Obligor, where the
existing member of the Parent Group is the surviving entity;  (c)in
respect of any member of the Parent Group other than an Obligor, where such
amalgamation, demerger, merger or reconciliation would not reasonably be
expected to have a Material Adverse Effect;  (d)as
agreed in advance by the Lenders (acting reasonably).  18.10Acquisitions  (a)Except
as provided below, no member of the Parent Group may make any acquisition or
investment.  (b)Paragraph (a)
does not apply to:  (i)the
Acquisition;  (ii)acquisitions
or investments made in the ordinary course of trade;  (iii)any
acquisition of a business which is complementary to the core business of the
Company and its Subsidiaries; or  (iv)any
acquisition by one member of the Company Group from another member of the
Company Group on arms length terms for fair value.  18.11Environmental
matters  (a)In
this Subclause (and as used in Clause 24.2 (Other indemnities)):  Environmental Approvalmeans any authorisation required by an Environmental Law.  Environmental Claimmeans any claim by any person in connection with:  (i)a
breach, or alleged breach, of an Environmental Law;  35 
   (ii)any
accident, fire, explosion or other event of any type involving an emission or
substance which is capable of causing harm to any living organism or the
environment; or  (iii)any
other environmental contamination.  Environmental Lawmeans any law or regulation concerning:  (i)the
protection of health and safety;  (ii)the
environment; or  (iii)any
emission or substance which is capable of causing harm to any living organism
or the environment.  (b)Each
member of the Parent Group must ensure that it is, and has been, in compliance
with all Environmental Law and Environmental Approvals applicable to it, where
failure to do so would be reasonably likely to have a Material Adverse Effect
or results in any liability for a Finance Party.  (c)Each
Obligor must promptly upon becoming aware, notify the Facility Agent of any
Environmental Claim current, or to its knowledge, pending which, if
substantiated, would be reasonably likely to either have a Material Adverse
Effect or result in any material liability for a Finance Party.  18.12Insurance  Each member of the Parent
Group must insure its business and assets with insurance companies to such an
extent and against such risks as companies engaged in a similar business
normally insure.  18.13Documents  (a)Without
the prior consent of the Lenders (not to be unreasonably withheld or delayed),
no Obligor may make any material amendment to:  (i)its
constitutional documents (except as required to facilitate the Acquisition);  (ii)the
Purchase and Sale Agreement; or  (iii)the
terms or conditions of any Shareholder Loan.  (b)Notwithstanding
paragraph (a) above, the Company may, with the consent of the Parent, convert a
Shareholder Loan into issued ordinary share capital of the Company provided
that the Parent shall at all times remain the registered holder of all shares
resulting from any such conversion.  18.14Capital
Expenditure  No member of the Parent
Group shall incur any capital expenditure which, when aggregated with the
capital expenditure incurred by any other member of the Parent Group, exceeds
50,000,000 in any financial year.  36 
   18.15Group
Contribution  (a)The
Parent shall ensure that an amount equal to the Companys Group Contribution in
any year, less any Charges, shall promptly be made available to the Company by
way of subscription for additional shares or subordinated loans (such
subordination to be substantially on the terms of the Shareholder Loan
designated as Shareholder Loan Agreement No. 1A).  (b)For
the purposes of this Clause, Chargesshall mean the aggregate in any
financial year of:  (i)any
amounts required by the Parent to make interest payments as they fall due under
the Senior Secured Notes;  (ii)any
hedging costs incurred in respect of hedging the Parents currency exposure;
and  (iii)any
other costs incurred by the Parent up to a maximum amount of 3,000,000 per
annum.  18.16Shareholder
Loans  No Shareholder Loan may be
prepaid or repaid without the prior consent of the Lenders.  This will not prevent the conversion of a
Shareholder Loan into share capital of the Company as referred to in Clause
18.13(b) (Documents).  18.17Guarantees  No Obligor shall, and shall
procure that no other member of the Parent Group will, grant or permit to
subsist any guarantee other than the guarantee granted by the Guarantors on the
terms of this Agreement and on the terms of the Take Out Facility.  18.18Intellectual
Property  Each Obligor shall, and
shall procure that each other member of the Parent Group shall:  (a)make
and maintain such applications and registrations and pay such fees and other
amounts and to do all things necessary to maintain and protect any intellectual
property rights used by such member of the Parent Group except where failure to
do so would not reasonably be expected to have a Material Adverse Effect; and  (b)take
such reasonable steps as are necessary to prevent third parties infringing
those intellectual property rights referred to in paragraph (i) above if such
infringement might reasonably be likely to have a Material Adverse Effect.  18.19Floating
charge  Finans shall ensure that the
assets secured by the Security Agreement shall at all times be of a value of
not less than SEK1,000,000,000.  18.20Know
your client checks  Each Obligor shall promptly upon
the request of the Facility Agent or any Lender (and in any event within 90
days of such request) and each Lender shall promptly upon the request of the
Facility Agent supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by the Facility Agent (for itself or on
behalf of any Lender) or any  37 
   Lender (for itself or on behalf
of any prospective new Lender) in order for the Facility Agent, such Lender or
any prospective new Lender to carry out and be satisfied with the results of
all necessary know your client or other checks in relation to the identity of
any person that it is required to carry out in relation to the transactions
contemplated in the Finance Documents.  19.DEFAULT  19.1Events
of Default  Each of the events set out
in this Clause is an Event of Default.  19.2Non-payment  An Obligor does not pay on
the due date any amount payable by it under the Finance Documents in the manner
required under the Finance Documents, unless the non-payment:  (a)is
caused by technical or administrative error in the automated cash transmission
system; and  (b)is
remedied within three Business Days of the date on which that Obligor is
notified of non-receipt of payment by the Facility Agent.  19.3Breach
of other obligations  (a)Subject
to paragraph (b) below, an Obligor does not comply with any term of
Clause 18 (General covenants).  (b)No
Event of Default will occur under paragraph (a) above in relation to Clauses
18.2 (Authorisations), 18.11 (Environmental matters), 18.12 (Insurance), 18.13
(Documents) and 18.18 (Intellectual Property) if the failure to comply:  (i)is
capable of remedy; and  (ii)is
remedied within 20 days of the earlier of the Facility Agent giving notice and
that Obligor becoming aware of the non-compliance.  (c)an
Obligor does not comply with any other term of the Finance Documents not
already referred to in this Clause, unless the non-compliance:  (i)is
capable of remedy; and  (ii)is
remedied within 30 days of the earlier of the Facility Agent giving notice and
the Obligor becoming aware of the non-compliance.  19.4Misrepresentation  A representation made or
repeated by an Obligor in any Finance Document or in any document delivered by
or on behalf of any Obligor under any Finance Document is incorrect in any
material respect when made or deemed to be repeated and the circumstances
giving rise to such misrepresentation are not remedied within 20 days of the
earlier of the Facility Agent giving notice to the Company or the Obligor
becoming aware of the misrepresentations.  38 
   19.5Cross-default  (a)Any
of the following occurs in respect of a member of the Parent Group:  (i)any
of its Financial Indebtedness is not paid when due (after the expiry of any
originally applicable grace period);  (ii)any
of its Financial Indebtedness:  (A)becomes
prematurely due and payable;  (B)is
placed on demand; or  (C)is
capable of being declared by a creditor to be prematurely due and payable or
being placed on demand,  in each case, as a result of
an event of default having occurred (howsoever described); or  (iii)any
commitment for its Financial Indebtedness is cancelled or suspended as a result
of an event of default (howsoever described),  unless the aggregate amount
of Financial Indebtedness falling within all or any of
paragraphs (i)-(iii) above is less than 10,000,000 or its equivalent.  (b)Any
amount due under the Senior Secured Notes is not paid when due after applicable
grace periods.  19.6Insolvency  Any of the following occurs
in respect of a member of the Parent Group:  (a)it
is, or is deemed for the purposes of any law to be, unable to pay its debts as
they fall due or insolvent;  (b)it
admits its inability to pay its debts as they fall due;  (c)it
suspends making payments on any of its debts or announces an intention to do
so;  (d)by
reason of actual or foreseen financial difficulties, it begins negotiations
with any creditor for the rescheduling in any material respect of any of its
indebtedness; or  (e)a
moratorium is declared in respect of any of its indebtedness.  19.7Insolvency
proceedings  (a)Except
as provided below, any of the following occurs in respect of a member of the
Parent Group:  (i)any
corporate action is taken with a view to a moratorium or a composition,
assignment or similar arrangement with any of its creditors;  (ii)a
meeting of its shareholder, directors or other officers is convened for the
purpose of considering any resolution for, to petition for or to file documents
with a court or any  39 
   registrar for, its winding-up, administration or dissolution or any
such resolution is passed;  (iii)any
person presents a petition, or files documents with a court or any registrar,
for its winding-up, administration or dissolution;  (iv)an
order for its winding-up, administration or dissolution is made;  (v)any
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrative receiver, administrator or similar officer is
appointed in respect of it or any of its assets;  (vi)its
shareholders, directors or other officers request the appointment of, or give
notice of their intention to appoint, a liquidator, trustee in bankruptcy,
judicial custodian, compulsory manager, receiver, administrative receiver,
administrator or similar officer; or  (vii)any
other analogous step or procedure is taken in any jurisdiction.  (b)Paragraph
(a) does not apply to a petition for winding-up presented by a creditor which
is being contested in good faith and with due diligence and is discharged or
struck out within 30 days.  19.8Creditors
process  Any attachment,
sequestration, distress, execution or analogous event affects any asset(s) of a
member of the Parent Group, having an aggregate value of at least 5,000,000,
and is not discharged within fourteen days.  19.9Cessation
of business  A member of the Parent Group
ceases, or threatens to cease, to carry on business except as a result of any
disposal allowed under this Agreement.  19.10Effectiveness
of Finance Documents  (a)It
is or becomes unlawful for any Obligor to perform any of its obligations under
the Finance Documents.  (b)Any
Finance Document is not effective or is alleged by an Obligor to be ineffective
for any reason.  (c)An
Obligor repudiates a Finance Document or formally or in writing evidences an
intention to repudiate a Finance Document.  19.11Ownership
of the Company  (a)The
Company is not or ceases to be a directly wholly-owned Subsidiary of the
Parent.  (b)Finans
is not or ceases to be a directly wholly-owned Subsidiary of the Company.  40 
   19.12Litigation  Any litigation, arbitration
or administrative proceeding is commenced against any member of the Parent
Group which, if adversely determined, would be reasonably likely to have a
Material Adverse Effect  19.13Extension
of Waivers  (a)The
date for expiry of any of the Waivers is not extended on terms acceptable to
the Lenders (acting reasonably) by 15th March, 2004 to a date falling not
earlier than the date on which all Secured Obligations have been irrevocably
discharged in full.  (b)Any
Waiver is not or ceases to be effective.  (c)Any
condition to the effectiveness of a Waiver is not satisfied by the date falling
30 days prior to the date by which it is required to be satisfied on the terms
of the Waiver.  19.14Material
adverse change  Any event or series of
events occurs which would be reasonably likely to have a Material Adverse
Effect.  19.15Acceleration  If an Event of Default is
outstanding, the Facility Agent may, and must if so instructed by the Lenders,
by notice to the Company:  (a)cancel
all or any part of the Total Commitments; and/or  (b)declare
that all or part of any amounts outstanding under the Finance Documents are:  (i)immediately
due and payable; and/or  (ii)payable
on demand by the Facility Agent acting on the instructions of the Lenders.  Any notice given under this
Subclause will take effect in accordance with its terms.  20.SECURITY  20.1Responsibility  The Facility Agent is not
liable or responsible to any other Finance Party for:  (a)any
failure in perfecting or protecting the security created by any Security
Document;  (b)any
other action taken or not taken by it in connection with any Security Document,  unless directly caused by
its gross negligence or wilful misconduct.  20.2Title  The Facility Agent may
accept, without enquiry, the title (if any) an Obligor may have to any asset
over which security is intended to be created by any Security Document.  41 
   20.3Possession
of documents  The Facility Agent is not
obliged to hold in its own possession any Security Document, title deed or
other document in connection with any asset over which security is intended to
be created by a Security Document.  20.4Investments  Except as otherwise provided
in any Security Document, all moneys received by the Facility Agent under a
Security Document may be invested in the name of, or under the control of, the
Facility Agent in any investments selected by the Facility Agent.  Additionally, those moneys may be placed on
deposit in the name of, or under the control of, the Facility Agent at any bank
or institution (including itself) and upon such terms as it may think fit.  20.5Approval  Each Finance Party confirms
its approval of each Security Document.  20.6Release
of security  (a)If a
disposal of any asset subject to security created by a Security Document is
made to a person (which is and will remain) outside the Parent Group in the
following circumstances:  (i)the
Lenders agree to the disposal;  (ii)the
disposal is allowed by the terms of the Finance Documents and will not result
or could not reasonably be expected to result in any breach of any term of any
Finance Document;  (iii)the
disposal is being made at the request of the Facility Agent in circumstances
where any security created by the Security Documents has become enforceable; or  (iv)the
disposal is being effected by enforcement of a Security Document,  the asset being disposed of
will be released from any security over it created by a Security Document.
However, the proceeds of any disposal (or an amount corresponding to them) must
be applied in accordance with the requirements of the Finance Documents (if
any).  (b)If
the Facility Agent is satisfied that a release is allowed under this Subclause,
the Facility Agent must execute (at the request and expense of the relevant
Obligor) any document which is reasonably required to achieve that release.
Each other Finance Party irrevocably authorises the Facility Agent to execute
any such document.  21.THE FACILITY AGENT  21.1Appointment
and duties of the Facility Agent  (a)Each
Finance Party (other than the Facility Agent) irrevocably appoints the Facility
Agent to act as its agent under the Finance Documents.  (b)Each
Finance Party irrevocably authorises the Facility Agent to:  42 
   (i)perform
the duties and to exercise the rights, powers and discretions that are
specifically given to it under the Finance Documents, together with any other
incidental rights, powers and discretions; and  (ii)execute
each Finance Document expressed to be executed by the Facility Agent.  (c)The
Facility Agent has only those duties which are expressly specified in the
Finance Documents.  Those duties are
solely of a mechanical and administrative nature.  21.2No
fiduciary duties  Except as specifically
provided in a Finance Document, nothing in the Finance Documents makes the
Facility Agent a trustee or fiduciary for any other Party or any other
person.  No Finance Party need hold in
trust any moneys paid to it for a Party or be liable to account for interest on
those moneys.  21.3Individual
position of the Facility Agent  (a)If
it is also a Lender, the Facility Agent has the same rights and powers under
the Finance Documents as any other Lender and may exercise those rights and
powers as though it were not the Facility Agent.  (b)The
Facility Agent may:  (i)carry
on any business with any Obligor or its related entities (including acting as
an agent or a trustee for any other financing); and  (ii)retain
any profits or remuneration it receives under the Finance Documents or in
relation to any other business it carries on with any Obligor or its related
entities.  21.4Reliance  The Facility Agent may:  (a)rely
on any notice or document believed by it to be genuine and correct and to have
been signed by, or with the authority of, the proper person;  (b)rely
on any statement made by any person regarding any matters which may reasonably
be assumed to be within his knowledge or within his power to verify;  (c)engage,
pay for and rely on professional advisers selected by it (including those
representing a Party other than the Facility Agent); and  (d)act
under the Finance Documents through its personnel and agents.  21.5Lenders
instructions  (a)The
Facility Agent is fully protected if it acts on the instructions of the Lenders
in the exercise of any right, power or discretion or any matter not expressly
provided for in the Finance Documents. 
Any such instructions given by the Lenders will be binding on all the
Lenders.  In the absence of
instructions, the Facility Agent may act as it considers to be in the best
interests of all the Lenders.  43 
   (b)The
Facility Agent may assume that unless it has received notice to the contrary,
any right, power, authority or discretion vested in any Party or the Lenders
has not been exercised.  (c)The
Facility Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lenders consent) in any legal or arbitration proceedings in
connection with any Finance Document.  (d)The
Facility Agent may require the receipt of security satisfactory to it, whether
by way of payment in advance or otherwise, against any liability or loss which
it may incur in complying with the instructions of the Lenders.  21.6Responsibility  (a)The
Facility Agent is not responsible to any other Finance Party for the adequacy,
accuracy or completeness of:  (i)any
Finance Document or any other document; or  (ii)any
statement or information (whether written or oral) made in or supplied in
connection with any Finance Document.  (b)Without
affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms
that it:  (i)has
made, and will continue to make, its own independent appraisal of all risks
arising under or in connection with the Finance Documents (including the
financial condition and affairs of each Obligor and its related entities and
the nature and extent of any recourse against any Party or its assets); and  (ii)has
not relied exclusively on any information provided to it by the Facility Agent
in connection with any Finance Document.  21.7Exclusion
of liability  (a)The
Facility Agent is not liable or responsible to any other Finance Party for any
action taken or not taken by it in connection with any Finance Document, unless
directly caused by its gross negligence or wilful misconduct.  (b)No
Party (other than the Facility Agent) may take any proceedings against any
officer, employee or agent of the Facility Agent in respect of any claim it
might have against the Facility Agent or in respect of any act or omission of
any kind by that officer, employee or agent in connection with any Finance
Document.  Any officer, employee or
agent of the Facility Agent may rely on this Subclause and enforce its terms
under the Contracts (Rights of Third Parties) Act 1999.  21.8Default  (a)The
Facility Agent is not obliged to monitor or enquire whether a Default has
occurred.  The Facility Agent is not
deemed to have knowledge of the occurrence of a Default.  (b)If
the Facility Agent:  (i)receives
notice from a Party referring to this Agreement, describing a Default and
stating that the event is a Default; or  44 
   (ii)is
aware of the non-payment of any principal or interest or any fee payable to a
Lender under this Agreement,  it must promptly notify the
Lenders.  21.9Information  (a)The
Facility Agent must promptly forward to the person concerned the original or a
copy of any document which is delivered to the Facility Agent by a Party for
that person.  (b)Except
where a Finance Document specifically provides otherwise, the Facility Agent is
not obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.  (c)Except
as provided above, the Facility Agent has no duty:  (i)either
initially or on a continuing basis to provide any Lender with any credit or
other information concerning the risks arising under or in connection with the
Finance Documents (including any information relating to the financial
condition or affairs of any Obligor or its related entities or the nature or
extent of recourse against any Party or its assets) whether coming into its
possession before, on or after the date of this Agreement; or  (ii)unless
specifically requested to do so by a Lender in accordance with a Finance
Document, to request any certificate or other document from any Obligor.  (d)The
Facility Agent is not obliged to disclose to any person any confidential
information supplied to it by or on behalf of a member of the Parent Group
solely for the purpose of evaluating whether any waiver or amendment is
required in respect of any term of the Finance Documents.  (e)Each
Obligor irrevocably authorises the Facility Agent to disclose to the other
Finance Parties any information which, in its opinion, is received by it in its
capacity as the Facility Agent.  21.10Indemnities  (a)Without
limiting the liability of any Obligor under the Finance Documents, each Lender
must indemnify the Facility Agent for that Lenders Pro Rata Share of any loss
or liability incurred by the Facility Agent in acting as the Facility Agent,
except to the extent that the loss or liability is caused by the Facility
Agents gross negligence or wilful misconduct.  (b)The
Facility Agent may deduct from any amount received by it for a Lender any
amount due to the Facility Agent from that Lender under a Finance Document but
unpaid.  21.11Compliance  The Facility Agent may
refrain from doing anything (including disclosing any information) which might,
in its opinion, constitute a breach of any law or regulation or be otherwise
actionable at the suit of any person, and may do anything which, in its
opinion, is necessary or desirable to comply with any law or regulation.  45 
   21.12Resignation
of the Facility Agent  (a)The
Facility Agent may resign and appoint any of its Affiliates as successor
Facility Agent by giving notice to the Lenders and the Company.  (b)Alternatively,
the Facility Agent may resign by giving notice to the Lenders and the Company,
in which case the Lenders may appoint a successor Facility Agent.  (c)If
no successor Facility Agent has been appointed under paragraph (b) above
within 30 days after notice of resignation was given, the Facility Agent
may appoint a successor Facility Agent.  (d)The
person(s) appointing a successor Facility Agent must consult with the Company
and obtain its consent (such consent not to be unreasonably withheld) prior to
the appointment unless the successor Facility Agent is a Lender, is capable of
performing the facility agency function and no other Lender has been appointed
as successor Facility Agent.  Any
successor Facility Agent must have an office in the U.K.  (e)The
resignation of the Facility Agent and the appointment of any successor Facility
Agent will both become effective only when the successor Facility Agent
notifies all the Parties that it accepts its appointment.  On giving the notification, the successor
Facility Agent will succeed to the position of the Facility Agent and the term Facility
Agent will mean the successor Facility Agent.  (f)The
retiring Facility Agent must, at its own cost, make available to the successor
Facility Agent such documents and records and provide such assistance as the
successor Facility Agent may reasonably request for the purposes of performing
its functions as the Facility Agent under the Finance Documents.  (g)Upon
its resignation becoming effective, this Clause will continue to benefit
the retiring Facility Agent in respect of any action taken or not taken by it
in connection with the Finance Documents while it was the Facility Agent, and,
subject to paragraph (f) above, it will have no further obligations under
any Finance Document.  (h)The
Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b)
above.  21.13Relationship
with Lenders  (a)The
Facility Agent may treat each Lender as a Lender, entitled to payments under
this Agreement and as acting through its Facility Office(s) until it has
received not less than five Business Days prior notice from that Lender to the
contrary.  (b)The
Facility Agent may at any time, and must if requested to do so by the Lenders,
convene a meeting of the Lenders.  (c)The
Facility Agent must keep a register of all the Parties and supply any other
Party with a copy of the register on request. 
The register will include each Lenders Facility Office(s) and contact
details for the purposes of this Agreement.  21.14Facility
Agents management time  If the Facility Agent
requires, any amount payable to the Facility Agent by any Party  in connection with the occurrence of a
default or the enforcement or preservation of any rights  46 
   by the Facility Agent under
the Finance Documents after the date of this Agreement may include the cost of
using its management time or other resources and will be calculated on the
basis of such reasonable daily or hourly rates as the Facility Agent may notify
to the relevant Party.  This is in
addition to any amount in respect of fees or expenses paid or payable to the
Facility Agent under any other term of the Finance Documents.  21.15Notice
period  Where this Agreement
specifies a minimum period of notice to be given to the Facility Agent, the
Facility Agent may, at its discretion, accept a shorter notice period.  21.16Facility
Agent  In acting as Facility Agent,
the agency division of Skandinaviska Enskilda Banken AB (publ) is treated as a
separate entity from its other divisions and departments.  Any information acquired by Skandinaviska
Enskilda Banken AB (publ) which, in its opinion, is acquired by it otherwise
than its capacity as Facility Agent, may be treated as confidential by
Skandinaviska Enskilda Banken AB (publ) and will not be treated as information
possessed by the Facility Agent in its capacity as such.  22.EVIDENCE AND CALCULATIONS  22.1Accounts  Accounts maintained by a
Finance Party in connection with this Agreement are prima facie evidence of the
matters to which they relate for the purpose of any litigation or arbitration
proceedings.  22.2Certificates
and determinations  Any certification or
determination by a Finance Party of a rate or amount under the Finance
Documents will be, in the absence of manifest error, conclusive evidence of the
matters to which it relates.  22.3Calculations  Any interest or fee accruing
under this Agreement accrues from day to day and is calculated on the basis of
the actual number of days elapsed and a year of 360 or 365 days or otherwise,
depending on what the Facility Agent determines is market practice.  23.FEES  23.1Facility
Agents fee  The Company must pay to the
Facility Agent for its own account an agency fee in the manner agreed in the
Fee Letter between the Facility Agent and the Company.  23.2Arrangement
and underwriting fee  The Company must pay to the
Lenders for their own account an arrangement and underwriting fee in the manner
agreed in the Fee Letter between them and the Company.  47 
   23.3Commitment
fee  (a)The
Company must pay a commitment fee computed at the rate of 0.50 per cent. per
annum on the undrawn, uncancelled amount of each Lenders Commitment.  (b)Accrued
commitment fee is payable within three Business Days of the end of the
Availability Period.  Accrued commitment
fee is also payable to the Facility Agent for a Lender on the date its
Commitment is cancelled in full.  24.INDEMNITIES
AND BREAK COSTS  24.1Currency
indemnity  (a)The
Company must, as an independent obligation, indemnify each Finance Party
against any loss or liability which that Finance Party incurs as a consequence
of:  (i)that
Finance Party receiving an amount in respect of an Obligors liability under
the Finance Documents; or  (ii)that
liability being converted into a claim, proof, judgment or order,  in a currency other than the
currency in which the amount is expressed to be payable under the relevant
Finance Document.  (b)Unless
otherwise required by law, each Obligor waives any right it may have in any
jurisdiction to pay any amount under the Finance Documents in a currency other
than that in which it is expressed to be payable.  24.2Other
indemnities  (a)The
Company must indemnify each Finance Party against any loss or liability which
that Finance Party incurs as a consequence of:  (i)the
occurrence of any Event of Default;  (ii)any
failure by an Obligor to pay any amount due under a Finance Document on its due
date, including any resulting from any distribution or redistribution of any
amount among the Lenders under this Agreement;  (iii)(other
than by reason of negligence or default by that Finance Party) a Loan not being
made after a Request has been delivered for that Loan;  (iv)a
Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment;  (v)any
stamp duty payable in respect of the Security Agreement referred to in Clause
16.14 (Stamp duties); or  (vi)any
actual or alleged breach by any member of the Group of any Environmental Law or
Environmental Approval, where such loss or liability is incurred by that
Finance Party as a direct consequence of it being a party to a Finance Document
and would not have been so incurred by such Finance Party if it had not been
such a party.  48 
   The Companys liability in
each case includes any loss or expense on account of funds borrowed, contracted
for or utilised to fund any amount payable under any Finance Document, any
amount repaid or prepaid or any Loan.  (b)The
Company must indemnify the Facility Agent against any loss or liability
incurred by the Facility Agent as a result of:  (i)investigating
any event which the Facility Agent reasonably believes to be a Default; or  (ii)acting
or relying on any notice which the Facility Agent reasonably believes to be
genuine, correct and appropriately authorised.  (c)The
Companys obligation to indemnify the Facility Agent against any loss or
liability under paragraph (b) above shall not include matters caused by any
Finance Partys gross negligence or wilful misconduct.  24.3Break
Costs  (a)The
Company must pay to each Lender its Break Costs.  (b)Break
Costs are the amount (if any) determined by the relevant Lender by which:  (i)the
interest which that Lender would have received for the period from the date of
receipt of any part of its share in a Loan or an overdue amount to the last day
of the applicable Term for that Loan or overdue amount if the principal or
overdue amount received had been paid on the last day of that Term;  exceeds  (ii)the
amount which that Lender would be able to obtain by placing an amount equal to
the amount received by it on deposit with a leading bank in the appropriate
interbank market for a period starting on the Business Day following receipt
and ending on the last day of the applicable Term.  (c)Each
Lender must supply to the Facility Agent for the Company details of the amount
of any Break Costs claimed by it under this Subclause.  25.EXPENSES  25.1Initial
costs  The Company must pay to the
Facility Agent the amount of all costs and expenses (including legal fees),
supported by an invoice or other evidence of incurrence, reasonably incurred by
it in connection with the negotiation, preparation, printing, execution and
syndication of the Finance Documents.  25.2Subsequent
costs  The Company must pay to the
Facility Agent the amount of all costs and expenses (including legal fees),
supported by an invoice or other evidence of incurrence, reasonably incurred by
it in connection with:  49 
   (a)the
negotiation, preparation, printing and execution of any Finance Document (other
than a Transfer Certificate) executed after the date of this Agreement; and  (b)any
amendment, waiver or consent requested by or on behalf of an Obligor or
specifically allowed by this Agreement.  25.3Enforcement
costs  The Company must pay to each
Finance Party the amount of all costs and expenses (including legal fees)
reasonably incurred by it in the circumstances then existing in connection with
the enforcement of, or the preservation of any rights under, any Finance
Document and supported by an invoice or other evidence of incurrence.  25.4Debit
of costs  No debit shall be made from
the Companys account in respect of any costs referred to in Clauses 25.1
(Initial costs) or 25.2 (Subsequent costs) until ten Business Days from receipt
by the Company of an invoice or other evidence of incurrence as evidence that
the reimbursement of such costs or expenses is due and payable.  26.AMENDMENTS AND WAIVERS  26.1Procedure  (a)Any
term of the Finance Documents may be amended or waived with the agreement of
the Company and each Lender.  The
Facility Agent may effect, on behalf of any Finance Party, an amendment or
waiver allowed under this Clause.  (b)The
Facility Agent must promptly notify the other Parties of any amendment or
waiver effected by it under paragraph (a) above.  Any such amendment or waiver is binding on all the Parties.  26.2Change
of currency  If a change in any currency
of a country occurs (including where there is more than one currency or
currency unit recognised at the same time as the lawful currency of a country),
the Finance Documents will be amended to the extent the Facility Agent (acting
reasonably and after consultation with the Company) determines is necessary to
reflect the change.  26.3Waivers
and remedies cumulative  The rights of each Finance
Party under the Finance Documents:  (a)may
be exercised as often as necessary;  (b)are
cumulative and not exclusive of its rights under the general law; and  (c)may
be waived only in writing and specifically.  Delay in exercising or
non-exercise of any right is not a waiver of that right.  50 
   27.CHANGES TO THE PARTIES  27.1Assignments
and transfers by Obligors  Neither Obligor may assign
or transfer any of its rights and obligations under the Finance Documents
without the prior consent of all the Lenders.  27.2Assignments
and transfers by Lenders  (a)A
Lender (the Existing Lender) may, subject to the following provisions of
this Subclause, at any time assign or transfer (including by way of novation)
any of its rights and obligations under this Agreement to any other person/any
other bank or financial institution or to a trust fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the New Lender).  (b)Unless
the Company and the Facility Agent otherwise agree, a transfer of part of a
Commitment or the rights and obligations under this Agreement by the Existing
Lender must be in a minimum amount of 10,000,000.  (c)The
consent of the Company is required for an assignment or transfer by a Lender
unless:  (i)the
assignment of transfer is to another Lender or an Affiliate of a Lender; or  (ii)an
Event of Default is outstanding.  (d)The
consent of the Company to an assignment or transfer must not be unreasonably
withheld or delayed.  The Company will
be deemed to have given its consent five Business Days after the Lender has
requested it unless consent is expressly refused by the Company within that
time.  (e)The
Company may not withhold its consent solely because the assignment or transfer
might increase the Mandatory Cost unless the Mandatory Cost is itself a
material amount and such increase is material.  (f)A
transfer of obligations will be effective only if either:  (i)the
obligations are novated in accordance with the following provisions of this
Clause; or  (ii)the
New Lender confirms to the Facility Agent and the Company in form and substance
satisfactory to the Facility Agent and the Company that it is bound by the
terms of this Agreement as a Lender.  On
the transfer becoming effective in this manner the Existing Lender will be
released from its obligations under this Agreement to the extent that they are
transferred to the New Lender.  (g)Unless
the Facility Agent otherwise agrees, the New Lender must pay to the Facility
Agent for its own account, on or before the date any assignment or transfer
occurs, a fee of 2,000.  (h)Any
reference in this Agreement to a Lender includes a New Lender but excludes a
Lender if no amount is or may be owed to or by it under this Agreement.  27.3Procedure
for transfer by way of novations  (a)In
this Subclause:  51 
   Transfer Datemeans, for a Transfer Certificate, the later of:  (i)the
proposed Transfer Date specified in that Transfer Certificate; and  (ii)the
date on which the Facility Agent executes that Transfer Certificate.  (b)A
novation is effected if:  (i)the
Existing Lender and the New Lender deliver to the Facility Agent a duly
completed Transfer Certificate; and  (ii)the
Facility Agent executes it.  The Facility Agent must execute as soon as
reasonably practicable a Transfer Certificate delivered to it and which appears
on its face to be in order. The Facility Agent shall only be obliged to execute
a Transfer Certificate upon its satisfaction with the results of all know your
client or other checks relating to the identity of any person that it is
required to carry out in relation to the transfer to such New Lender.  (c)Each
Party (other than the Existing Lender and the New Lender) irrevocably
authorises the Facility Agent to execute any duly completed Transfer
Certificate on its behalf.  (d)On
the Transfer Date:  (i)the
New Lender will assume the rights and obligations of the Existing Lender
expressed to be the subject of the novation in the Transfer Certificate in
substitution for the Existing Lender; and  (ii)the
Existing Lender will be released from those obligations and cease to have those
rights.  27.4Limitation
of responsibility of Existing Lender  (a)Unless
expressly agreed to the contrary, an Existing Lender is not responsible to a
New Lender for the legality, validity, adequacy, accuracy, completeness or
performance of:  (i)any
Finance Document or any other document; or  (ii)any
statement or information (whether written or oral) made in or supplied in
connection with any Finance Document,  and any representations or
warranties implied by law are excluded.  (b)Each
New Lender confirms to the Existing Lender and the other Finance Parties that
it:  (i)has
made, and will continue to make, its own independent appraisal of all risks
arising under or in connection with the Finance Documents (including the
financial condition and affairs of each Obligor and its related entities and
the nature and extent of any recourse against any Party or its assets) in
connection with its participation in this Agreement; and  (ii)has
not relied exclusively on any information supplied to it by the Existing Lender
in connection with any Finance Document.  (c)Nothing
in any Finance Document requires an Existing Lender to:  52 
   (i)accept
a re-transfer from a New Lender of any of the rights and obligations assigned
or transferred under this Clause; or  (ii)support
any losses incurred by the New Lender by reason of the non-performance by either
Obligor of its obligations under any Finance Document or otherwise.  27.5Costs
resulting from change of Lender or Facility Office  If:  (a)a
Lender assigns or transfers any of its rights and obligations under the Finance
Documents or changes its Facility Office; and  (b)as a
result of circumstances existing at the date the assignment, transfer or change
occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,  then, unless the assignment,
transfer or change is made by a Lender to mitigate any circumstances giving
rise to the Tax Payment, Increased Cost or a right to be prepaid and/or
cancelled by reason of illegality, the relevant Obligor need only pay that Tax
Payment or Increased Cost to the same extent that it would have been obliged to
if no assignment, transfer or change had occurred.  27.6Changes
to the Reference Banks  If a Reference Bank (or, if
a Reference Bank is not a Lender, the Lender of which it is an Affiliate)
ceases to be a Lender, the Facility Agent must appoint (with the consent of the
Company, such consent not to be unreasonably withheld or delayed) another
Lender or an Affiliate of a Lender to replace that Reference Bank.  28.DISCLOSURE OF INFORMATION  (a)Each
Finance Party must keep confidential any information supplied to it by or on
behalf of any Obligor in connection with the Finance Documents.  However, a Finance Party is entitled to
disclose information:  (i)which
is publicly available, other than as a result of a breach by that Finance Party
of this Clause;  (ii)in
connection with any legal or arbitration proceedings;  (iii)if
required to do so under any law or regulation;  (iv)if
required to do so, to a governmental, banking, taxation or other regulatory
authority;  (v)to
its professional advisers;  (vi)to
the extent allowed under paragraph (b) below;  (vii)to
another Obligor; or  (viii)with
the agreement of the relevant Obligor.  53 
   (b)A
Finance Party may disclose to an Affiliate or any person with whom it may
enter, or has entered into, any kind of transfer, participation or other
agreement in relation to this Agreement (a participant):  (i)a
copy of any Finance Document; and  (ii)any
information which that Finance Party has acquired under or in connection with
any Finance Document.  However, before a
participant may receive any confidential information, it must agree with the
relevant Finance Party to keep that information confidential on the terms of
paragraph (a) above.  (c)This
Clause supersedes any previous confidentiality undertaking given by a Finance
Party in connection with this Agreement prior to it becoming a Party.  29.SET-OFF  A Finance Party may set off
any matured obligation owed to it by an Obligor under the Finance Documents (to
the extent beneficially owned by that Finance Party) against any obligation
(whether or not matured) owed by that Finance Party to that Obligor, regardless
of the place of payment, booking branch or currency of either obligation.  If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.  30.PRO RATA SHARING  30.1Redistribution  If any amount owing by an
Obligor under this Agreement to a Lender (the recovering Lender) is
discharged by payment, set-off or any other manner other than through the
Facility Agent under this Agreement (a recovery), then:  (a)the
recovering Lender must, within three Business Days, supply details of the
recovery to the Facility Agent;  (b)the
Facility Agent must calculate whether the recovery is in excess of the amount
which the recovering Lender would have received if the recovery had been
received by the Facility Agent under this Agreement; and  (c)the
recovering Lender must pay to the Facility Agent an amount equal to the excess
(the redistribution).  30.2Effect
of redistribution  (a)The
Facility Agent must treat a redistribution as if it were a payment by the
relevant Obligor under this Agreement and distribute it among the Lenders,
other than the recovering Lender, accordingly.  (b)When
the Facility Agent makes a distribution under paragraph (a) above, the
recovering Lender will be subrogated to the rights of the Finance Parties which
have shared in that redistribution.  54 
   (c)If
and to the extent that the recovering Lender is not able to rely on any rights
of subrogation under paragraph (b) above, the relevant Obligor will owe the
recovering Lender a debt which is equal to the redistribution, immediately
payable and of the type originally discharged.  (d)If:  (i)a
recovering Lender must subsequently return a recovery, or an amount measured by
reference to a recovery, to an Obligor; and  (ii)the
recovering Lender has paid a redistribution in relation to that recovery,  each Finance Party must
reimburse the recovering Lender all or the appropriate portion of the
redistribution paid to that Finance Party, together with interest for the period
while it held the re-distribution.  In
this event, the subrogation in paragraph (b) above will operate in reverse to
the extent of the reimbursement.  30.3Exceptions  Notwithstanding any other
term of this Clause, a recovering Lender need not pay a redistribution to the
extent that:  (a)it
would not, after the payment, have a valid claim against the relevant Obligor
in the amount of the redistribution; or  (b)it
would be sharing with another Finance Party any amount which the recovering
Lender has received or recovered as a result of legal or arbitration
proceedings, where:  (i)the
recovering Lender notified the Facility Agent of those proceedings; and  (ii)the
other Finance Party had an opportunity to participate in those proceedings but
did not do so or did not take separate legal or arbitration proceedings as soon
as reasonably practicable after receiving notice of them.  31.SEVERABILITY  If a term of a Finance
Document is or becomes illegal, invalid or unenforceable in any jurisdiction,
that will not affect:  (a)the
legality, validity or enforceability in that jurisdiction of any other term of
the Finance Documents; or  (b)the
legality, validity or enforceability in other jurisdictions of that or any
other term of the Finance Documents.  32.COUNTERPARTS  Each Finance Document may be
executed in any number of counterparts. 
This has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document.  55 
   33.NOTICES  33.1In
writing  (a)Any
communication in connection with a Finance Document must be in writing and,
unless otherwise stated, may be given in person, by post or fax; or  (b)Unless
it is agreed to the contrary, any consent or agreement required under a Finance
Document must be given in writing.  33.2Contact
details  (a)Except
as provided below, the contact details of each Party for all communications in
connection with the Finance Documents are those notified by that Party for this
purpose to the Facility Agent on or before the date it becomes a Party.  (b)The
contact details of the Company for this purpose are:  Address:Sandhamnsgatan
51, Box 27800, SE-115 93, Stockholm, Sweden Fax number:+46 8 663 4929 Attention:Per
Hojgard  (c)The
contact details of the Parent for this purpose are:  Address:Sandhamnsgatan
51, Box 27800, SE-115 93, Stockholm, Sweden Fax number:+46 8 663 4929 Attention:Per
Hojgard  (d)The
contact details of Finans for this purpose are:  Address:Sandhamnsgatan
51, Box 27800, SE-115 93, Stockholm, Sweden Fax number:+46 8 663 4929 Attention:Per
Hojgard  (e)The
contact details of the Facility Agent for this purpose are:  Address:Skandinaviska
Enskilda Banken AB (publ), Karlavägen 108, 106 40 Stockholm, Sweden Fax number:+46 8 611 0384 Attention:Foreign
Credit Administration.  with a copy to:  Address:SEB
Merchant Banking, 2 Cannon Street, London EC4M 6XX, United Kingdom Fax number:+44 20 7329 2304 Attention:Loans
Agency.  (f)Any
Party may change its contact details by giving five Business Days notice to
the Facility Agent or (in the case of the Facility Agent) to the other Parties.  (g)Where
a Party nominates a particular department or officer to receive a
communication, a communication will not be effective if it fails to specify
that department or officer.  56 
   33.3Effectiveness  (a)Except
as provided below, any communication in connection with a Finance Document will
be deemed to be given as follows:  (i)if
delivered in person, at the time of delivery;  (ii)if
posted, five days after being deposited in the post, postage prepaid, in a
correctly addressed envelope;  (iii)if
by fax, when received in legible form; and  (iv)if
by e-mail or any other electronic communication, when received in legible form.  (b)A
communication given under paragraph (a) above but received on a non-working day
or after business hours in the place of receipt will only be deemed to be given
on the next working day in that place.  (c)A
communication to the Facility Agent will only be effective on actual receipt by
it.  33.4Obligors  (a)All
communications under the Finance Documents to or from an Obligor must be sent
through the Facility Agent.  (b)All
communications under the Finance Documents to or from the Parent must be sent
through the Company.  (c)The
Parent irrevocably appoints the Company to act as its agent:  (i)to
give and receive all communications under the Finance Documents;  (ii)to
supply all information concerning itself to any Finance Party; and  (iii)to
sign all documents under or in connection with the Finance Documents.  (d)Any
communication given to the Company in connection with a Finance Document will
be deemed to have been given also to the Parent.  (e)The
Facility Agent may assume that any communication made by the Company is made
with the consent of the Parent.  34.LANGUAGE  (a)Any
notice given in connection with a Finance Document must be in English.  (b)Any
other document provided in connection with a Finance Document must be:  (i)in
English; or  (ii)(unless
the Facility Agent otherwise agrees) accompanied by a certified English
translation.  In this case, the English
translation prevails unless the document is a statutory or other official
document.  57 
   35.GOVERNING LAW  This Agreement is governed
by English law.  36.ENFORCEMENT  36.1Jurisdiction  (a)The
English courts have exclusive jurisdiction to settle any dispute in connection
with any Finance Document.  (b)The
English courts are the most appropriate and convenient courts to settle any
such dispute and each Obligor waives objection to those courts on the grounds
of inconvenient forum or otherwise in relation to proceedings in connection
with any Finance Document.  (c)This
Clause is for the benefit of the Finance Parties only.  To the extent allowed by law, a Finance
Party may take:  (i)proceedings
in any other court; and  (ii)concurrent
proceedings in any number of jurisdictions.  36.2Service
of process  (a)Each
Obligor not incorporated in England and Wales irrevocably appoints LeBoeuf,
Lamb Corporate Services Limited, No. 1 Minster Court, London EC3R 7YL as its
agent under the Finance Documents for service of process in any proceedings
before the English courts.  (b)If
any person appointed as process agent is unable for any reason to act as agent
for service of process, the Company (on behalf of the Obligors) must
immediately appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint
another agent for this purpose.  (c)Each
Obligor agrees that failure by a process agent to notify it of any process will
not invalidate the relevant proceedings.  (d)This
Clause does not affect any other method of service allowed by law.  36.3Waiver
of immunity  Each Obligor irrevocably and
unconditionally:  (a)agrees
not to claim any immunity from proceedings brought by a Finance Party against
it in relation to a Finance Document and to ensure that no such claim is made
on its behalf;  (b)consents
generally to the giving of any relief or the issue of any process in connection
with those proceedings; and  (c)waives
all rights of immunity in respect of it or its assets.  THIS
AGREEMENThas been entered into on the date stated at
the beginning of this Agreement.  58 
   SCHEDULE 1  ORIGINAL PARTIES   Name of
  Original Lender
  
  CommitmentsNordea Bank Sweden AB (publ)
  
  56,666,666.66Skandinaviska Enskilda Banken AB (publ)
  
  56,666,666.66Svenska Handelsbanken AB (publ)
  
  56,666,666.66Total Commitments
  
  
  170,000,000  59 
   SCHEDULE 2  CONDITIONS PRECEDENT DOCUMENTS  Obligors  1.A
copy of the constitutional documents of each Obligor.  2.A
copy of a resolution of the board of directors of each Obligor approving the
terms of, and the transactions contemplated by, this Agreement.  3.A
specimen of the signature of each person authorised on behalf of each Obligor
to execute any Finance Document or to sign or send any document or notice in
connection with any Finance Document.  4.A
certificate of an authorised signatory of the Company certifying that each copy
document specified in this Schedule is correct, complete and in full force
and effect as at a date no earlier than the date of this Agreement.  5.Evidence
that the agent of each Obligor under the Finance Documents for service of
process in England and Wales has accepted its appointment.  6.A
copy of the most recent audited consolidated financial statements for each
Obligor.  Security Document  The Security Agreement duly executed by the parties
to it.  Legal opinion  1.A
legal opinion of Allen & Overy, legal advisers in England to the Finance
Parties substantially in the form of Schedule 7 (Form of legal opinion of
Allen & Overy), addressed to the Finance Parties.  2.A
legal opinion of Mannheimer Swartling, legal advisers in Sweden to the Parent
and each Borrower, addressed to the Finance Parties.  Other documents and evidence  1.Evidence
that all fees and expenses due and payable on or before the first Utilisation
Date from the Company under this Agreement have been or will be paid by the
first Utilisation Date.  2.A
certified copy of the Purchase and Sale Agreement and copies of any other
material document required to complete the Acquisition.  3.Evidence
that all consents required in connection with the Acquisition have been
acquired and the Acquisition has been approved by the relevant competition
authority.  4.Evidence
that each Shareholder Loan has been subordinated on terms substantially on the terms
of Shareholder Loan Agreement No. 1A.  60 
   5.A
copy of Shareholder Loan Agreement No.1A and Shareholder Loan Agreement No. 1 B
together with an unconditional agreement from the Parent and Corral Petroleum
Holdings AB confirming that (other than as set out in Clause 18.13 (Documents))
no amendment may be made to Shareholder Loan Agreement No.1A nor any amounts
outstanding thereunder be repaid without the consent of the Lenders.  6.A
certified copy of a group structure chart for the Parent Group as at the
Utilisation Date.  7.A
letter from the Company addressed to Skandinaviska Enskilda Banken AB (publ)
and Svenska Handelsbanken AB (publ) confirming that they are to be appointed as
joint mandated lead arrangers in respect of the Take-Out Facility.  8.Evidence
that lenders to the Company Group under other banking facilities have consented
to the terms of the Facility, including the Security Interests created by the
Security Agreement.  9.Copies
of financial and other information as requested by the Lenders prior to the
date of the Agreement including, but not limited to, revised five year
financial projections.  10.A
copy of any other authorisation, consent or other document, opinion or
assurance which the Facility Agent has notified the Company prior to the date
of this Agreement is necessary or desirable in connection with the entry into
and performance of, and the transactions contemplated by, any Finance Document
or for the validity and enforceability of any Finance Document.  61 
   SCHEDULE 3  FORM OF REQUEST  To:[SEB
MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)] as Facility Agent  From:[Preem Petroleum AB/Preem
Finans AB]  Date:[                               ]  PREEM
PETROLEUM AB / PREEM FINANS AB  170,000,000 Bridge Facility Agreement
dated [        ] , 2003 (the Agreement)  1.We
refer to the Agreement.  This is a
Request.  2.We
wish to borrow a Loan on the following terms:  (a)Utilisation
Date:
[                           ]  (b)Amount:
[                                     ]  (c)Term:
[                                      ].  3.Our
payment instructions are:
[                               ].  4.We
confirm that each condition precedent under the Agreement which must be
satisfied on the date of this Request is so satisfied.  5.This
Request is irrevocable.   By:  [PREEM PETROLEUM AB/PREEM FINANS AB]  62 
   SCHEDULE 4  CALCULATION OF THE MANDATORY
COST  1.General  The Mandatory Cost is the
weighted average of the rates for each Lender calculated below by the Facility
Agent on the first day of a Term.  The
Facility Agent must distribute each amount of Mandatory Cost among the Lenders on
the basis of the rate for each Lender.  2.For
a Lender lending from a Facility Office in the U.K.  (a)The
relevant rate for a Lender lending from a Facility Office in the U.K. is
calculated in accordance with the following formula:    where on the day of
application of the formula, E is calculated by the Facility Agent as being the
average of the rates of charge supplied by the Reference Banks to the Facility
Agent under paragraph (d) below and expressed in pounds per £1 million.  (b)For
the purposes of this paragraph 2:  (i)fees rulesmeans the then current rules on periodic fees in the Supervision Manual of the
FSA Handbook; and  (ii)tariff basehas
the meaning given to it in the fees rules.  (c)Each
rate calculated in accordance with the formula is, if necessary, rounded upward
to four decimal places.  (d)(i)Each
Lender must supply to the Facility Agent the information required by it to make
a calculation of the rate for that Lender. 
The Facility Agent may assume that this information is correct in all
respects.  (ii)If a
Lender fails to do so, the Facility Agent may assume that the Lenders
obligations in respect of the fees rules are the same as those of a typical
bank from its jurisdiction of incorporation with a Facility Office in the U.K.  (iii)The
Facility Agent has no liability to any Party if its calculation over or under
compensates any Lender.  3.For
a Lender lending from a Facility Office in a Participating Member State  (a)The
relevant rate for a Lender lending from a Facility Office in a Participating
Member State is the percentage rate per annum notified by that Lender to the
Facility Agent as its cost of complying with the minimum reserve requirements
of the European Central Bank.  (b)If a
Lender fails to specify a rate under paragraph (a) above, the Facility Agent
will assume that the Lender has not incurred any such cost.  63 
   4.Changes  The Facility Agent may,
after consultation with the Company and the Lenders, notify all the Parties of
any amendment to this Schedule which is required to reflect:  (a)any
change in law or regulation; or  (b)any
requirement imposed by the Bank of England, the Financial Services Authority or
the European Central Bank (or, in any case, any successor authority).  Any notification will be, in
the absence of manifest error, conclusive and binding on all the Parties.  64 
   SCHEDULE 5  FORM OF TRANSFER CERTIFICATE  To:[SEB
MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)] as Facility Agent  From:[THE EXISTING
LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)  Date:[                     ]  PREEM
PETROLEUM AB / PREEM FINANS AB  170,000,000 Bridge Facility Agreement
dated [        ] , 2003 (the Agreement)  We refer to the Agreement.  This is a Transfer Certificate.  1.The
Existing Lender transfers by novation to the New Lender the Existing Lenders
rights and obligations referred to in the Schedule below in accordance
with the terms of the Agreement.  2.The
proposed Transfer Date is [     ].  3.The
administrative details of the New Lender for the purposes of the Agreement are
set out in the Schedule.  65 
   THE
SCHEDULE  Rights
and obligations to be transferred by novation [insert relevant details, including applicable
Commitment (or part)]  Administrative
details of the New Lender [insert details of Facility Office, address for
notices and payment details etc.]   [EXISTING LENDER]
  
  [NEW LENDER]By:
  
  By:  The Transfer Date is confirmed by the Facility Agent
as
[              ].  [SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN
AB (publ)]  By:  66 
   SCHEDULE 6  EXISTING SECURITY   Member of
  the Group
  creating security
  
  Details
  of security
  
  Maximum
  principal
  amount securedPreem Petroleum AB
  
  Property mortgage in favour of Lantbrukskredit
  
  SEK39,620,000  67 
    SCHEDULE 7  FORM OF LEGAL OPINION OF ALLEN
& OVERY  To:The Finance Parties named as original parties
to the Agreement (as defined below).  [DATE]  Dear Sirs,  PREEM PETROLEUM AB /
PREEM FINANS AB  170,000,000 Bridge Facility Agreement
dated [       ] , 2003 (the Agreement)  We have received instructions from SEB Merchant
Banking in connection with the Agreement.  Words defined in the Agreement have the same meaning
when used in this opinion.  Subject to the qualifications set out below and to
any matters not disclosed to us, we are of the opinion that, so far as the
present laws of England are concerned, the Agreement constitutes a legally
binding, valid and enforceable obligation of each Obligor.  The qualifications to which this opinion is subject
are as follows:  (a)We
assume that the Agreement has been duly authorised and entered into by each
party to it.  (b)This
opinion is subject to all insolvency and other laws affecting the rights of
creditors generally.  (c)We
assume that no foreign law affects the conclusions stated above.  We assume, in particular, that, so far as
the laws of Sweden are concerned, the Agreement constitutes a legally binding,
valid and enforceable obligation of each Obligor.  (d)The
term enforceable
means that a document is of a type and form enforced by the English
courts.  It does not mean that each
obligation will be enforced in accordance with its terms.  Certain rights and obligations of an Obligor
may be qualified by the non-conclusivity of certificates, doctrines of good
faith and fair conduct, the availability of equitable remedies and other
matters, but in our view these qualifications would not defeat your legitimate
expectations in any material respect.  This opinion is given for your sole benefit and may
not be relied upon by or disclosed to any other person.  Yours faithfully,  68 
   SIGNATORIES  Borrowers  PREEM FINANS AB  By:
  MICHAEL LOW
  PER HOJGARD
  JAN FOLIN   PREEM PETROLEUM AB  By:
  MICHAEL LOW
  PER HOJGARD
  JAN FOLIN   Company  PREEM PETROLEUM AB  By:
  MICHAEL LOW
  PER HOJGARD
  JAN FOLIN   Parent  PREEM HOLDINGS AB  By:
  RICHARD
  OHMAN
  JOHN
  OSWALD   Original
Lenders  NORDEA BANK SWEDEN AB (publ)  By:
  OLLE THYNI
  JEANETTE WITASP   SKANDINAVISKA ENSKILDA BANKEN AB (publ)  By:
  CHRISTIAN DAHLBERG
  CECILIA WIDEBÄCK WEST   SVENSKA HANDELSBANKEN AB (publ)  By:
  MIKAEL WAXIN  69 
    Facility
Agent  SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN
AB (publ)  By:
  MICHAEL DICKS
  JOHAN SONANDER  70