Contract



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6 February 2017

ERIN ENERGY CORPORATION
as Parent

and

ERIN PETROLEUM NIGERIA LIMITED
as Company


and

THE MAURITIUS COMMERCIAL BANK LIMITED
as Mandated Lead Arranger

and

THE MAURITIUS COMMERCIAL BANK LIMITED
as Agent

and

THE MAURITIUS COMMERCIAL BANK LIMITED
as Security Agent


and

THE ENTITIES LISTED IN SCHEDULE 1
as Original Lender

USD 100,000,000
PRE-EXPORT FINANCE FACILITY AGREEMENT



Herbert Smith Freehills LLP



07/12851328_37



TABLE OF CONTENTS
Clause
Headings
Page
1.
DEFINITIONS AND INTERPRETATION
1

2.
THE FACILITY
25

3.
PURPOSE
26

4.
CONDITIONS OF UTILISATION
26

5.
UTILISATION - LOANS
27

6.
UTILISATION - LETTERS OF CREDIT
28

7.
LETTERS OF CREDIT
31

8.
REPAYMENT
35

9.
VOLUNTARY PREPAYMENT AND CANCELLATION
36

10.
MANDATORY PREPAYMENT AND CANCELLATION
36

11.
RESTRICTIONS
37

12.
INTEREST
38

13.
INTEREST PERIODS
39

14.
CHANGES TO THE CALCULATION OF INTEREST
40

15.
FEES
41

16.
TAX GROSS UP AND INDEMNITIES
42

17.
INCREASED COSTS
44

18.
OTHER INDEMNITIES
46

19.
MITIGATION BY THE LENDERS
48

20.
COSTS AND EXPENSES
48

21.
GUARANTEE AND INDEMNITY
49

22.
REPRESENTATIONS
51

23.
INFORMATION UNDERTAKINGS
61

24.
COVER RATIOS
65

25.
GENERAL UNDERTAKINGS
66

26.
SALES CONTRACTS UNDERTAKINGS
73

27.
BANK ACCOUNTS
76

28.
EVENTS OF DEFAULT
78

29.
CHANGES TO THE LENDERS
83

30.
PROHIBITION ON DEBT PURCHASE TRANSACTIONS BY THE GROUP
87

31.
CHANGES TO THE OBLIGORS
88

32.
ROLE OF THE AGENT AND THE ARRANGER
88

33.
THE SECURITY AGENT
96

34.
CONDUCT OF BUSINESS BY THE FINANCE PARTIES
107

35.
SHARING AMONG THE FINANCE PARTIES
107

36.
PAYMENT MECHANICS
108

37.
SET-OFF
112

38.
NOTICES
112

39.
CALCULATIONS AND CERTIFICATES
115

40.
PARTIAL INVALIDITY
115

41.
REMEDIES AND WAIVERS
115



07/12851328_37



42.
AMENDMENTS AND WAIVERS
115

43.
CONFIDENTIALITY
116

44.
CONFIDENTIALITY OF FUNDING RATES
120

45.
COUNTERPARTS
121

46.
GOVERNING LAW
121

47.
ENFORCEMENT
121

48.
WAIVER OF IMMUNITY
122

SCHEDULE 1 THE ORIGINAL LENDER
123

SCHEDULE 2 CONDITIONS PRECEDENT TO INITIAL UTILISATION
124

SCHEDULE 3 UTILISATION REQUESTS
127

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE
130

SCHEDULE 5 FORM OF ASSIGNMENT AGREEMENT
132

SCHEDULE 6 COVER RATIOS CERTIFICATE
135

SCHEDULE 7 LMA FORM OF CONFIDENTIALITY UNDERTAKING
136

SCHEDULE 8 TIMETABLES
140

SCHEDULE 9 ZENITH SECURITY DOCUMENTS
141

SCHEDULE 10 SHAREHOLDER DEBT INSTRUMENTS
142

SCHEDULE 11 FORM OF LETTER OF CREDIT
143

SCHEDULE 12
145

FORM OF DEMAND
145

SCHEDULE 13 EXISTING FINANCIAL INDEBTEDNESS
146

SCHEDULE 14 EXISTING GUARANTEES
147

SCHEDULE 15 EXISTING SECURITY
148

SCHEDULE 16 EXISTING LOANS
149

SCHEDULE 17 DISCLOSURE TABLE
150

SCHEDULE 18 FORM OF OVERRIDE DEED
151




07/12851328_37



THIS AGREEMENT is dated 6 February 2017 and made
BETWEEN
(1)
ERIN ENERGY CORPORATION, having its registered office at 1330 Post Oak Blvd., Suite 2250, Houston, TX 77056, with registration number 30-0349798 (the "Parent" or the "Guarantor");
(2)
ERIN PETROLEUM NIGERIA LIMITED (formerly known as Camac Petroleum Limited), having its registered office at Camac House, Plot 1649, Olosa Street, Victoria Island, Lagos, Nigeria, with registration number 860957 (the "Borrower" or the "Company");
(3)
THE MAURITIUS COMMERCIAL BANK LIMITED as mandated lead arrangers (the "Arranger");
(4)
THE ENTITIES listed in Schedule 1 (The Original Lender) as original lender (the "Original Lender");
(5)
THE MAURITIUS COMMERCIAL BANK LIMITED as agent of the other Finance Parties (the "Agent");
(6)
THE MAURITIUS COMMERCIAL BANK LIMITED as security trustee for the Secured Parties (the "Security Agent"); and
(7)
THE MAURITIUS COMMERCIAL BANK LIMITED as issuing bank (the "Issuing Bank").
IT IS AGREED as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
Definitions
In this Agreement:
"Abandonment Costs" means all costs and expenses incurred, or to be incurred, or any provision required to be made for such costs and expenses, in each case, in connection with the abandonment and/or demolition and removal (together with any site reinstatement) of the Fields.
"Acceptable Bank" means:
(a)
a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or
(b)
any other bank or financial institution approved by the Agent.
"Accounting Principles" means generally accepted accounting principles in the United States of America (and in the case of the Company converted and reconciled to IFRS for purposes of the Company’s financial statements).
"Accounting Reference Date" means 31 December of each Financial Year.
"Actual Budget" means the actual budget of the Company provided to the Agent in accordance with Clause 23.4.2 (Information: miscellaneous).
"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
"Agreement" means this agreement.
"Allied" means Allied Energy Plc, having its registered office at 1649 Olosa Street, Camac House, Victoria Island, Lagos, Nigeria.

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"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.
"Assumptions" mean the assumptions used to prepare the Financial Projection including:
(a)
petroleum prices (including the Crude Oil price deck) to be approved by the Lenders; and
(b)
the production forecasts in respect of the proved reserves volumes, CAPEX Program, operating expenditure and other relevant assumptions as provided by the Borrower and as approved by the Technical Advisor and the Lenders.
"Auditors" means name of current auditors of the Parent or any other firm appointed by the Parent to act as its statutory auditors.
"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
"Availability Period" means the period from and including the date of this Agreement to and including the End of the Grace Period.
"Available Commitment" means a Lender's Commitment minus:
(a)    its participation in any outstanding Utilisations; and
(b)
in relation to any proposed Utilisation, its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.
"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.
"Basel III" has the meaning given to that term in Clause 17.1.2 (Increased costs).
"Benefit Plan" means any employee benefit plan (including such plans as defined in Section 3(3) of ERISA) that an Obligor or an ERISA Affiliate sponsors or maintains or to which an Obligor or a subsidiary of an Obligor makes, is making, or is obligated to make contributions and includes any Pension Plan.
"Break Costs" means the amount (if any) by which:
(a)
the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
exceeds:
(b)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
"Bumi" means Bumi Armada Berhad, having its registered office at Level 21, Menara Perak, 24, Jalan Perak, 50450 Kuala Lumpur, Malaysia with registered number 370398-X.
"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Lagos, Geneva, Johannesburg and Port Louis, and in relation to any date for payment or purchase of dollars, New York.
"Buyer" means Glencore Energy UK Ltd or any other replacement buyer of Petroleum from the Fields acceptable to the Lenders who has concluded a sales contract in accordance with Clause 26.9 (Replacement Sales Contract).
"CAMAC" means CAMAC Energy Holdings Limited.

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"CAPEX Program" means the capital expenditures program of the Company in relation to the development of the Fields included in the then current Financial Projection, in form and substance satisfactory to the Technical Advisor and the Lenders.
"CAPEX Reserve Account" means the bank account opened and maintained by the Borrower in accordance with Clause 27 (Bank Accounts) and includes any interest of the Company in any replacement account or any sub-division or sub account of that account.
"Cash" means, at any time, cash denominated in USD in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with a bank or financial institution approved by the Agent and to which an Obligor is alone (or together with the other Obligor) beneficially entitled and for so long as:
(a)    that cash is repayable within 3 days of the relevant date of calculation;
(b)
repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;
(c)
there is no Security over that cash except for Transaction Security or any Permitted Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements; and
(d)
the cash is freely and immediately available to be applied in repayment or prepayment of the Facility.
"Cash Equivalent Investments" means at any time:
(a)
certificates of deposit maturing within one year after the relevant date of calculation and issued by a bank or financial institution approved by the Agent;
(b)
governmental obligations consisting of:
(i)
any investment in marketable debt obligations issued or guaranteed by the government of any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;
(ii)
marketable securities issued by the U.S. Government and supported by the full faith and credit of the U.S. Treasury, either by statute or an opinion of the Attorney General of the United States; and
(iii)
marketable debt securities, rated Aaa by Moody’s and/or AAA by Standard & Poor’s Rating Services, issued by U.S. Government-sponsored enterprises, U.S. federal agencies, U.S. federal financing banks, and international institutions whose capital stock has been subscribed for by the United States.
(c)
commercial paper not convertible or exchangeable to any other security:
(i)
for which a recognised trading market exists;
(ii)
issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;
(iii)
which matures within one year after the relevant date of calculation; and
(iv)
which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-

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term unsecured and non-credit enhanced debt obligations, an equivalent rating;
(d)
any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (b)(ii) above and (iii) can be turned into cash on not more than 30 days' notice; or
(e)    any other debt security approved by the Majority Lenders,
in each case, denominated in USD and to which either Obligor is alone (or together with the other Obligor is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).
"CFADS" has the meaning given to that term in Clause 24.1 (Definitions).
"Charged Property" means all of the assets of the Company which from time to time are, or are expressed to be, the subject of the Transaction Security.
"Close Family Member of a Public Official" means a spouse, one of his/her children or parents.
"Commitment" means:
(a)
in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Lender) and the amount of any other Commitment transferred to it under this Agreement; and
(b)
in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
"Company's Agent" means the Parent appointed to act on behalf of the Company in relation to the Finance Documents pursuant to Clause 2.3 (Company's Agent).
"Company Change of Ownership" means the Parent ceases directly or indirectly to hold 100% of the share capital and voting rights of the Company (save for any nominee shares as required under Nigerian law).
"Confidential Information" means all information relating to either Obligor, the Group, the Transaction Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:
(a)
any member of the Group or any of its advisers; or
(b)
another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:
(i)
information that:
(A)
is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 43 (Confidentiality); or
(B)
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

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(C)
is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)
any Funding Rate.
"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 7 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Parent and the Agent.
"Corrupt Act" has the meaning given to such term in Clause 22.18.5 (Anti-corruption law, anti-bribery law).
"Cover Ratios" has the meaning given to that term in Clause ‎‎24.1 (Definitions).
"Cover Ratios Certificate" means a certificate substantially in the form set out in Schedule 6 (Cover Ratios Certificate).
"CRD IV" has the meaning given to that term in Clause 17.1.2 (Increased costs).
"CRR" has the meaning given to that term in Clause 17.1.2 (Increased costs).
"Crude Oil" means liquid Petroleum which has been treated but not refined.
"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:
(a)
purchases by way of assignment or transfer;
(b)
enters into any sub-participation in respect of; or
(c)
enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,
any Commitment or amount outstanding under this Agreement.
"Debt Service Obligations" has the meaning given to that term in Clause ‎24.1 (Definitions).
"Debt Service Reserve Account" or "DSRA" means the bank account opened and maintained by the Company with the Agent in accordance with Clause 27 (Bank Accounts) and includes any interest of the Company in any replacement account or any sub-division or sub account of that account.
"Default" means an Event of Default or any event or circumstance specified in Clause 28 (Events Of Default) other than Clause 28.25 (Acceleration) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.
"Disruption Event" means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

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(b)
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i)
from performing its payment obligations under the Finance Documents; or
(ii)
from communicating with other Parties in accordance with the terms of the Finance Documents,
and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
"DPR" means the Nigerian Department of Petroleum Resources.
"DSRA Pledge Agreement" means the DSRA pledge agreement to be dated on or about the date of this Agreement between the Company as pledgor and the Security Agent as pledgee pursuant to which the Company pledges all amounts standing to the credit of the DSRA in favour of the Security Agent to secure the Secured Obligations.
"End of the Grace Period" means 30 June 2017.
"Environment" means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:
(a)
air (including air within natural or man-made structures, whether above or below ground);
(b)
water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
(c)
land (including land under water).
"Environmental Claim" means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.
"Environmental Law" means any applicable law or regulation which relates to:
(a)
the pollution or protection of the Environment;
(b)
the conditions of the workplace; or
(c)
the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including any waste.
"Environmental Permits" means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.
"ERISA" means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.
"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with either Obligor within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of provisions relating to Section 412 of the IRC).
"ERISA Event" means:
(a)
a Reportable Event with respect to a Pension Plan;
(b)
a withdrawal by either Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA;

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(c)
a complete or partial withdrawal by either Obligor or ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is in reorganization;
(d)
the filing of a notice of intent to terminate, the treatment of a Benefit Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multi-employer Plan;
(e)
a determination that a Pension Plan is considered an at-risk plan or a plan in critical or endangered status under the IRC or ERISA;
(f)
the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multi-employer Plan;
(g)
the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon either Obligor or ERISA Affiliate; or
(h)
the failure by an Obligor or ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of the Pension Plan, whether or not waived, or to make a required contribution to a Multi-employer Plan.
"Event of Default" means any event or circumstance specified as such in Clause 28 (Events of Default) other than Clause 28.25 (Acceleration).
"Expiry Date" means, in respect of a Letter of Credit, the last day of its Term.
"Export Proceeds" means all proceeds paid or payable under the Sales Contract and credited directly to the Zenith Account in accordance with the terms of the Sales Contract and Clause 27.2 (Credits to Facility Accounts).
"Facility" means the term loan and letter of credit facilities made available under this Agreement as described in Clause 2.1 (The Facilities).
"Facility Accounts" means the Offshore Collection Account, the Zenith Account, the DSRA Account and the CAPEX Reserve Account.
"Facility Office" means:
(a)
in respect of a Lender or Issuing Bank, the office or offices notified by that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or the Issuing Bank (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or
(b)
in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.
"FCPA" has the meaning given to such term in Clause 22.18.1 (Anti-corruption law, anti-bribery law).
"Federal Reserve Board" means the Board of Governors of the US Federal Reserve System or any successor thereto.
"Fee Letter" means any letter or letters dated on or about the date of this Agreement between the Arranger and the Company (or the Agent and the Company or the Security Agent and the Company) setting out any of the fees referred to in Clause 15 (Fees).
"Field" means any existing or future field and/or well within the OMLs including Oyo 7, 8, 9 and Oyo 10.
"Finance Document" means this Agreement, any Cover Ratios Certificate, any Fee Letter, the Override Deed, the Subordination Agreement, each Transaction Security Document, any Utilisation Request, the Irrevocable Payment Instructions and any other document designated as a "Finance Document" by the Agent and the Parent.

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"Finance Lease" means any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with the Accounting Principles in force prior to 1 January 2019 have been treated as an operating lease).
"Finance Party" means the Agent, the Arranger, the Security Agent, the Issuing Bank or a Lender.
"Financial Indebtedness" means any indebtedness for or in respect of:
(a)
moneys borrowed and debit balances at banks or other financial institutions;
(b)
any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);
(c)
any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d)
the amount of any liability in respect of Finance Leases;
(e)
receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);
(f)
any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);
(g)
any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;
(h)
any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles);
(i)    any amount of any liability under an advance or deferred purchase agreement if:
(i)
one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or
(ii)
the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;
(j)
any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and
(k)
the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.
"Financial Close" means the date on which the Agent notifies the Company and the Lenders that it has received all of the documents and other evidence set out in Schedule 2 (Conditions precedent to initial Utilisation) in form and substance satisfactory to the Agent and/or waived receipt of those documents and other evidence, to occur no later than 16 January 2017, unless such date is extended by agreement of the Parties.
"Financial Projection" means the financial projections used to establish CFADS in accordance with a computer model as may be amended and updated from time to time in

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accordance with Clause 23.9 (Financial Projection), in form and substance satisfactory to the Agent.
"Financial Quarter" means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.
"Financial Year" means the annual accounting period of the Group ending on or about 31 December in each year.
"Financing Support Agreement" means the financing support agreement dated on or about the date hereof entered into between the Parent and PIC relating to various matters in cluding delivery of the SBSA Guarantee.
"FPSO" means the floating production storage and offloading vessel, Armada Perdana, or any replacement vessel.
"FPSO Charter" means the charter agreement between Bumi and the Company relating to the FPSO, as amended by the FPSO Charter Amendment Agreement.
"FPSO Charter Amendment Agreement" means the amendment agreement to the FPSO Charter, in form and substance satisfactory to the Lenders.
"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to Clause 12.4.2 (Notification of rates of interest).
"Government Entity" has the meaning given to such term in Clause 22.18.3 (Anti-corruption law, anti-bribery law).
"Gross Expenditure" means, in relation to any period, the aggregate of (without double counting) the following items attributable to the Working Interests:
(a)
all costs and outgoings of the Company including operating costs (excluding any payments under the Finance Documents),
(b)
capital expenditures (not taking into account the CAPEX Program) and Abandonment Costs;
(c)
insurance costs;
(d)
hedging liabilities;
(e)
Taxes net of allowances on committed expenditure;
(f)
royalties; and
(g)
general and administrative costs,
in each case, payable or, as the case may be, projected to be payable, by the Company.
"Gross Revenue" means in relation to any period, the aggregate of (without double counting) the following items attributable to the Working Interests:
(a)
the gross proceeds of sale of all Petroleum to which the Company is entitled;
(b)
any proceeds of any insurances (other than in respect of any insurance to be paid in settlement of claims in respect of third party liability);
(c)
all refunds or reimbursements of Taxes;
(d)
all compensation or other consideration received on account of nationalisation, expropriation or requisition;
(e)
such other amounts as the Company and the Agent may agree to include for the purposes of this Agreement; and
(f)
all amounts payable to the Company under any hedging agreement entered into in accordance with this Agreement,
in each case, paid or, as the case may be, projected to be paid, to the Company.
"Group" means the Parent and each of its Subsidiaries for the time being.

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"Group Structure Chart" means the group structure chart in the agreed form.
"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.
"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
"Impaired Agent" means the Agent at any time when:
(a)
it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b)
the Agent otherwise rescinds or repudiates a Finance Document; or
(c)
an Insolvency Event has occurred and is continuing with respect to the Agent;
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
payment is made within three Business Days of its due date; or
(ii)
the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.
"Initial Repayment Date" means the End of the Grace Period.
"Insolvency Event" in relation to the Agent (or, for the purposes of Clause 26.8 (Buyer failure), the Buyer) means that the Agent or Buyer:
(a)
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)
becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c)
makes a general assignment, arrangement or composition with or for the benefit of its creditors;
(d)
institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e)
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
(i)
results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(ii)
is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
(f)
has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency

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proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;
(g)
has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(h)
seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);
(i)
has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(j)
causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or
(k)
takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
"Interest Payment Date" means:
(a)
prior to the End of the Grace Period, each Quarter Date after the first Utilisation Date;
(b)
the End of the Grace Period; and
(c)
each Repayment Date after the End of the Grace Period.
"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 13 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 12.3 (Default interest).
"Interpolated Screen Rate" means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and
(b)
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,
each as of the Specified Time for dollars.
"IRC" means the US Internal Revenue Code of 1986, as amended.
"Irrevocable Payment Instructions" means the irrevocable payment instructions to and acknowledgement and acceptance in favour of the Agent on behalf of the Finance Parties by the Buyer providing that payments under the Sales Contract are to be paid directly to the Zenith Account, in form and substance satisfactory to the Agent.
"L/C Proportion" means in relation to a Lender in respect of any Letter of Credit the proportion (expressed as a percentage) borne by that Lender's Available Commitment to the relevant Available Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.
"Legal Reservations" means:
(a)
the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

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(b)
the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and
(c)
similar principles, laws, regulations, rights and defences under the laws of any Relevant Jurisdiction.
"Lender" means:
(a)
any Original Lender; and
(b)
any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 29 (Changes to the Lenders),
which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.
"Letter of Credit" means:
(a)
a letter of credit, substantially in the form set out in Schedule 11 (Form Of Letter Of Credit) or in any other form requested by the Borrower and agreed by the Agent with the prior consent of the Majority Lenders and the Issuing Bank; or
(b)
any guarantee, indemnity or other instrument in a form requested by the Borrower and agreed by the Agent with the prior consent of the Majority Lenders and the Issuing Bank.
"LIBOR" means, in relation to any Loan:
(a)
the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of that Loan; or
(b)
as otherwise determined pursuant to Clause 14 (Changes to the Calculation of Interest),
and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.
"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
"LMA" means the Loan Market Association.
"Loan" means a loan to be made under the Facility or the principal amount outstanding for the time being of that loan.
"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66 ⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ⅔ per cent. of the Total Commitments immediately prior to that reduction).
"Margin" means six per cent. per annum.
"Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.
"Material Adverse Effect" means, in the opinion of the Majority Lenders, a material adverse effect on:
(a)
the business (including the production and export capacity), operations, property, condition (financial or otherwise) or prospects of either Obligor or the Group taken as a whole; or
(b)
the ability of either Obligor to perform its obligations under the Transaction Documents to which it is a party; or
(c)
the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

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"Material Licence" means the OMLs.
"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
(a)
(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b)
if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c)
if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
The above rules will only apply to the last Month of any period.
"Multi-employer Plan" means a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six years contributed to, or been obligated to be contributed to, by any Obligor or any ERISA Affiliate.
"New Lender" has the meaning given to that term in Clause 29 (Changes to the Lenders).
"Non-Acceptable L/C Lender" means a Lender which:
(a)
is not an Acceptable Bank within the meaning of paragraph (a) of the definition of "Acceptable Bank" (other than a Lender which each Issuing Bank has agreed is acceptable to it notwithstanding that fact); or
(b)
has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.4 (Indemnities) or Clause 32.11 (Lenders' indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment.
"Obligor" means the Company or the Parent.
"OECD Convention" has the meaning given to such term in Clause 22.18.1 (Anti-corruption law, anti-bribery law).
"Offshore Collection Account" means the offshore bank account opened in Mauritius and maintained by the Company with the Agent in accordance with Clause ‎27 (Bank Accounts) and includes any interest of the Company in any replacement account or any sub-division or sub-account of that account.
"Offshore Collection Account Pledge Agreement" means the Offshore Collection Account pledge agreement dated on or about the date of this Agreement between the Company as pledgor, the Security Agent and the Agent, pursuant to which the Company pledges, inter alia, all amounts standing to the credit of the Offshore Collection Account in favour of the Security Agent to secure the Secured Obligations.
"OML 120" means the oil mining lease numbered 120 issued by the government of the Federal Republic of Nigeria to Allied Energy Resources (Nigeria) Limited (currently known as Allied Energy Plc) for a term of twenty (20) years with an effective date of 27 February 2001.
"OML 121" means the oil mining lease numbered 121 issued by the government of the Federal Republic of Nigeria to Allied Energy Resources (Nigeria) Limited (currently known as Allied Energy Plc) for a term of twenty (20) years with an effective date of 27 February 2001.

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"OMLs" means OML 120 and OML 121.
"Original Financial Statements" means:
(a)
in relation to the Parent, its audited consolidated financial statements for its Financial Year ended 31 December 2015; and
(b)
in relation to the Company, its audited financial statements for its Financial Year ended 31 December 2015.
"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement and in the case of the Parent, "Original Jurisdiction" also means Texas.
"Override Deed" means the deed dated on or about the date hereof between, amongst others, the Parent, the Company, the Agent, the Security Agent and Zenith Bank, which organises, inter alia, pro-rata rights of the Lenders in respect of the Export Proceeds, sets out pro-rata sharing of enforcement proceeds between Zenith and the Agent in respect of the Zenith Security Documents and the Transaction Security Documents and waives certain provisions of the Zenith Finance Documents.
"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
"Party" means a party to this Agreement or any other Finance Document.
"PBGC" means the Pension Benefit Guaranty Corporation, or any Government Entity succeeding to the functions thereof or any Government Entity of another jurisdiction exercising similar functions in respect of any Benefit Plans of an Obligor.
"Pension Plan" means a pension plan or an employee benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, which an Obligor or ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or has made contributions at any time during the immediately preceding five plan years.
"Permitted Acquisition" means:
(a)
an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;
(b)
an acquisition of shares or equity securities issued by any other member of the Group as otherwise permitted under the Finance Documents;
(c)
an acquisition of securities which are Cash Equivalent Investments so long as those Cash Equivalent Investments become subject to the Transaction Security as soon as is reasonably practicable;
(d)
the incorporation of a company which on incorporation becomes a member of the Group, but only if:
(i)
that company is incorporated with limited liability; and
(ii)
if the shares in the company are owned by an Obligor, Security over the shares of that company, in form and substance satisfactory to the Agent, is created in favour of the Security Agent within 30 days of the date of its incorporation;
(e)
an acquisition of (A) all of the issued share capital of a limited liability company or (B) (if the acquisition is made by a limited liability company whose sole purpose is to make the acquisition) a business or undertaking carried on as a going concern, but only if:
(i)
no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

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(ii)
the acquired company, business or undertaking is engaged in a business substantially the same as that carried on by the Obligors; and
(iii)
the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition does not in any Financial Year of the Parent exceed in aggregate USD20,000,000 or its equivalent,
provided that no Obligor will and each Obligor shall ensure that no other member of the Group will directly or indirectly acquire any interest in assets located in or connected with any country which is subject to trade sanctions imposed by a Sanctions Authority without the consent of all Lenders.
"Permitted Disposal" means any sale, lease, licence, transfer or other disposal which, except in the case of paragraph (b), is on arm's length terms:
(a)
of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity;
(b)
of any asset by a member of the Group (the "Disposing Company") to another member of the Group (the "Acquiring Company"), but if:
(i)
the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor; and
(ii)
the Disposing Company had given Security over the asset, the Acquiring Company must give equivalent Security over that asset;
(c)
of assets (other than shares or businesses) in exchange for other assets comparable or superior as to type, value and quality;
(d)
of obsolete or redundant vehicles, plant and equipment for cash or other consideration;
(e)
as required by applicable laws relating to the protection of Environment and health and safety requirements;
(f)
of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;
(g)
arising as a result of any Permitted Security; and
(h)
of assets (other than shares) for cash where the higher of the market value and net consideration receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed $20,000,000 (or its equivalent) in total during the term of this Agreement and does not exceed $20,000,000 (or its equivalent) in any Financial Year of the Company.
"Permitted Financial Indebtedness" means Financial Indebtedness:
(a)
arising under the Zenith Finance Documents, in the form existing as at the date of this Agreement;
(b)
arising in relation to its obligations to Bumi, as the FPSO owner, approved by the Agent in accordance with the terms hereof;
(c)
to the extent covered by a Letter of Credit;

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(d)
arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade, but not a foreign exchange transaction for investment or speculative purposes;
(e)
arising under a Permitted Loan or a Permitted Guarantee or as permitted by Clause 25.22 (Treasury Transactions);
(f)
of any person acquired by a member of the Group after the date of this Agreement which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three months following the date of acquisition;
(g)
under Finance Leases of vehicles, plant, equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Group does not exceed $20,000,000 (or its equivalent in other currencies) at any time;
(h)
not permitted by the preceding paragraphs (including letters of credit or bonds arising in the normal course of trading) or as a Permitted Transaction and the outstanding amount of which does not exceed $20,000,000 (or its equivalent) in aggregate for the Group at any time; or
(i)
any existing Financial Indebtedness set out in Schedule 13(Existing Financial Indebtedness) except to the extent the principal amount of Financial Indebtedness exceeds the amount stated in that Schedule.
"Permitted Guarantee" means:
(a)
the endorsement of negotiable instruments in the ordinary course of trade;
(b)
any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;
(c)
any guarantee permitted under Clause 25.19 (Financial Indebtedness);
(d)
any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c) of the definition of "Permitted Security";
(e)
letters of credit or bonds arising in the normal course of trading where the outstanding amount of which does not exceed USD 10,000,000 (or its equivalent) in aggregate for the Group at any time;
(f)
any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations; or
(g)
any guarantees set out in Schedule 14 (Existing Guarantees) except to the extent the principal amount guaranteed exceeds the amount stated in that Schedule.
"Permitted Loan" means:
(a)
any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;
(b)
Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (b) of that definition);
(c)
a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed USD 25,000 (or its equivalent) at any time;

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(d)
any loan (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed USD 3,000,000 (or its equivalent) at any time; and
(e)
any existing Loan set out in Schedule 16 (Existing Loans).
"Permitted Security" means:
(a)
Security arising under the Zenith Security Documents;
(b)
any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;
(c)
any netting or set-off arrangement entered into by any member of the Group with Zenith Bank and other commercial banks in Nigeria in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors;
(d)
any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;
(e)
any Security or Quasi-Security arising under any retention of title, hire purchase, purchase money or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group;
(f)
any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;
(g)
any Security or Quasi-Security arising as a consequence of any Finance Lease permitted pursuant to paragraph (g) of the definition of "Permitted Financial Indebtedness";
(h)
any Security arising in respect of the Company's obligations under the FPSO Charter but only to the extent this is approved by the Agent;
(i)
any existing Security disclosed in Schedule 16 (Existing Security) except to the extent the principal amount secured exceeds the amount stated in that Schedule.
"Permitted Transaction" means:
(a)
the reduction of the FPSO Charter fee (and other material terms) the terms of which are documented in the FPSO Charter Amendment Agreement;
(b)
any composition, compromise or arrangement with Zenith Bank the terms of which have been notified to the Agent no later than the date of this Agreement;
(c)
any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;
(d)
the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; or
(e)
transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of

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Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms.
"Petroleum" means any mineral oil or relative hydrocarbon and natural gas existing in its natural condition in strata but not including coal or bituminous shales or other stratified deposits from which oil can be extracted by destructive distillation.
"PIC" means the Public Investment Corporation SOC Ltd.
"PIC Letter" means the letter from PIC to the Lenders dated on or about the date hereof, in form and substance satisfactory to the Lenders.
"Production Sharing Contract" means the agreement dated 22 July 2005 originally entered into by Allied Energy Resources Nigeria Limited (currently known as Allied Energy Plc.), Camac International (Nigeria) Limited and Nigerian Agip Exploration Limited in respect of the rights, interests, duties and obligations arising under the OMLs as amended and novated by three (3) agreements dated (i) 17 April 2010 (ii) 15 February 2011 and 19 November 2013.
"Provisional Budget" means the provisional budget of the Company used to calculate CFADS in accordance with then current Financial Projection.
"Public Official" means an elected or appointed official, employee or agent, holding decision making power or similar, of any national, regional or local government/state or department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns, directly or indirectly, a majority or controlling interest; an official of a political party; a candidate for public office; and any official, employee or agent of any public international organization.
"Quarter Date" means each of 31 March, 30 June, 30 September and 31 December.
"Quasi-Security" has the meaning given to that term in Clause 25.14 (Negative pledge).
"Quotation Day" means, in relation to any period for which an interest rate is to be determined two Business Days before the first day of that period, unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).
"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
"Relevant Jurisdiction" means, in relation to an Obligor:
(a)
its Original Jurisdiction;
(b)
any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;
(c)
any jurisdiction where it conducts its business (directly and not through its Subsidiaries); and
(d)
the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.
"Relevant Market" means the London interbank market.
"Renewal Request" means a written notice delivered to the Agent in accordance with Clause 6.6 (Renewal of a Letter of Credit).
"Repayment Date" means each date set out in the first column on the table in Clause 8.1 (Repayment of Loans).

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"Repayment Instalment" means each scheduled instalment for repayment of the Loans referred to in Clause 8.1 (Repayment of Loans).
"Repeating Representations" means each of the representations set out in Clause 22.2 (Status) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.11 (No default), Clause 22.12 (No misleading information), Clause 22.13.4, 22.13.5 and 22.13.6 (Original Financial Statements), Clause 22.20 (Ranking) to Clause 22.22 (Legal and beneficial ownership), Clause 22.25 (Sales Contract), Clause 22.26 (FPSO Charter), Clause 22.27 (Centre of main interests and establishments), Clause 22.29 (No immunity) and Clause 22.30 (Private and commercial acts).
"Reportable Event" means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.
"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
"Required DSRA Balance" means from Financial Close, the amount equal to USD10,000,000 and on each Repayment Date thereafter.
"Reserves Consultant" means the Technical Advisor, or any other consultant selected by the Agent in consultation with the Company, acting reasonably.
"Reserves Report" means the annual report prepared by the Reserves Consultant showing, in form and detail satisfactory to Agent, acting reasonably, its estimate of the proved reserves and probable reserves in relation to the Fields, as supplemented from time to time in accordance with Clause 23.4.2(B) (Information: miscellaneous).
"Sales Contract" means the crude oil purchase agreement to be entered into on or prior to Financial Close between the Company as seller and the Buyer as off-taker for the sale of 100% of all Crude Oil arising from the Working Interests which, inter alia:
(a)
provides that the entire Crude Oil resulting from the Working Interests shall be sold exclusively to the Buyer;
(b)
shall be entered into for a fixed period of three years provided it shall be automatically renewed in accordance with its terms and shall not terminate so long as any amount is outstanding under the Finance Documents;
(c)
provides for all amounts payable to the Company under it to be:
(i)
paid in dollars;
(ii)
paid directly to the Zenith Account;
(iii)
paid within no more than 30 days from the date of delivery; and
(iv)
made without any withholding, counterclaim, deduction or set-off whatsoever (save to the extent expressly permitted under the terms of that contract as specifically approved by the Agent on the instructions of the Majority Lenders);
(d)
is capable of being freely assigned by the Company by way of security without any further consent of the relevant counterparty;
(e)
is expressed to be governed by English law or the law of another jurisdiction acceptable to the Agent on the instructions of the Majority Lenders; and
(f)
provides for disputes to be submitted to arbitration in or to the courts of a jurisdiction acceptable to the Agent on the instructions of the Majority Lenders,
or any other replacement sales contract acceptable to the Lenders entered into in accordance with Clause 26.9 (Replacement Sales Contract).

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"Sales Contract Assignment Agreement" means the assignment agreement over the Company's rights, title and interest in and to the Sales Contract dated on or about the date hereof between the Company and the Security Agent.
"Sanctioned Activities" means any business or activity which might be designated as being subject to existing Sanctions by any Sanction Authority.
"Sanctioned Country" means a country or territory which is, or whose government is, at any time subject to general or country-wide Sanctions prohibiting dealings with such government, country or territory, including as at the date of this Agreement, Cuba, Iran, North Korea, Sudan, Syria, Myanmar (Burma) and Crimea.
"Sanctioned Person" means a person that is listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List, or who is otherwise the target of Sanctions or persons with whom any Finance Party or either Obligor is otherwise prohibited from dealing pursuant to Sanctions.
"Sanctions" means any laws or regulations relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority.
"Sanctions Authority" means (i) the United Nations Security Council; (ii) the United States government; (iii) the European Union; (iv) the United Kingdom government; (v) the Mauritian government,(vi) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State and Department of Commerce, and Her Majesty’s Treasury; and (vii) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over any Finance Party or any member of the Group (together, "Sanctions Authorities").
"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury, or any other list issued or maintained by any Sanctions Authorities of persons subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time.
"SARB" means the South African Reserve Bank.
"SARB Authorisation" means the SARB authorisation to be provided in relation with the SBSA Guarantee and the Financing Support Agreement.
"SBSA Guarantee" means the independent on demand guarantee issued on or before Financial Close by The Standard Bank South Africa Limited for a maximum aggregate amount of USD 100,000,000, in connection with the obligations and liabilities of the Company under the Facility.
"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.
"Secured Obligations" means all obligations at any time due, owing or incurred by the Company to any Secured Party under the Finance Documents, including the obligations set out in Clause 33.2 (Parallel debt (Covenant to pay the Security Agent)) whether present

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or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity).
"Secured Parties" means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.
"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
"Shareholder Debt Instruments" means the list of shareholder debt instruments set out in Schedule 10 (Shareholder Debt Instruments).
"Specified Time" means a day or time determined in accordance with Schedule 8 (Timetables).
"Subordination Agreement" means the agreement subordinating the Shareholder Debt Instruments any other Debt to the debt owed by the Obligors to the Finance Parties under the Finance Documents.
"Subsidiary" means any person (referred to as the "first person") in respect of which another person (referred to as the "second person"):
(a)
holds a majority of the voting rights in that first person or has the right under the constitution of the first person to direct the overall policy of the first person or alter the terms of its constitution; or
(b)
is a member of that first person and has the right to appoint or remove a majority of its board of directors or equivalent administration, management or supervisory body; or
(c)
has the right to exercise a dominant influence (which must include the right to give directions with respect to operating and financial policies of the first person which its directors are obliged to comply with whether or not for its benefit) over the first person by virtue of provisions contained in the articles (or equivalent) of the first person or by virtue of a control contract which is in writing and is authorised by the articles (or equivalent) of the first person and is permitted by the law under which such first person is established; or
(d)
is a member of that first person and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the first person or the rights under its constitution to direct the overall policy of the first person or alter the terms of its constitution; or
(e)
has the power to exercise, or actually exercises dominant influence or control over the first person; or
(f)
together with the first person are managed on a unified basis,
and, for the purposes of this definition, a person shall be treated as a member of another person if any of that person's Subsidiaries is a member of that other person or if any shares in that other person are held by a person acting on behalf of it or any of its Subsidiaries.
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
"Technical Advisor" means SacOil, Holdings Limited, a company incorporated under the laws of South Africa, with registered office at 1st Floor, 12 Culross Road, Bryanston, 2021, Johannesburg, Gauteng, South Africa appointed by PIC, or any other technical advisor acceptable to PIC and the Lenders.
"Termination Date" means 31 December 2019.
"Term" means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.

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"Test Date" has the meaning given to that term in Clause 24.1 (Definitions).
"Total Commitments" means the aggregate of the Commitments, being USD 100,000,000 at the date of this Agreement.
"Transaction Documents" means the Finance Documents, the Sales Contract or the Production Sharing Agreement.
"Transaction Security" means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.
"Transaction Security Documents" means each of:
(a)
the Offshore Collection Account Pledge Agreement;
(b)
the Zenith Account Charge Agreement;
(c)
the DSRA Pledge Agreement;
(d)
the Sales Contract Assignment Agreement; and
(e)
the SBSA Guarantee.
together with any other document entered into by the Company creating or expressed to create any Security over all or any part of its assets in respect of its obligations under any of the Finance Documents.
"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.
"Transfer Date" means, in relation to an assignment or a transfer, the later of:
(a)
the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
(b)
the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.
"Transocean Arbitration" means the proceedings in connection with a request for arbitration filed with the London Court of International Arbitration by Transocean Offshore Gulf of Guinea VII Limited and Indigo Drilling Limited against the Parent and the Company.
"Treasury Transactions" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.
"Unfunded Pension Liability" means, as of the most recent valuation date for any Pension Plan, the amount by which the funding target attainment percentage (as defined in Section 430(d)(2) of the IRC) for such Pension Plan is less than 60%.
"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.
"Utilisation" means a Loan or a Letter of Credit.
"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued.
"Utilisation Request" means a notice substantially in the relevant form set out in Schedule 3 (Utilisation Request).
"VAT" means:
(a)
any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)
any other Tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

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"Working Interests" means the total economic interests, contractual rights, duties and obligations arising under the OMLs and subject to the terms and conditions of the Production Sharing Contract.
"Zenith Account" means the onshore bank account number 5050010111 opened in Nigeria and maintained by the Company with Zenith Bank in accordance with Clause ‎27 (Bank Accounts) and includes any interest of the Company in any replacement account or any sub-division or sub-account of that account.
"Zenith Account Charge Agreement" means the Zenith Account charge agreement dated on or about the date of this Agreement between the Company as chargor and the Security Agent as chargee, pursuant to which the Company charges, inter alia, all amounts standing to the credit of the Zenith Account in favour of the Security Agent to secure the Secured Obligations.
"Zenith Amendment Agreement" means the agreement dated 3 August 2016 documenting various amendments to the Zenith Facility Agreement.
"Zenith Bank" means Zenith Bank PLC, a banking company incorporated and licensed under the Federal Republic of Nigeria having its registered office at Plot 84 Ajose Adeogun Street, Victoria Island, Lagos State.
"Zenith Default" means any Event of Default (as defined in the Zenith Facility Agreement) or potential Event of Default (as defined in the Zenith Facility Agreement).
"Zenith Facility Agreement" means the term facility agreement dated 30 December 2014 entered into between, inter alia, Erin Petroleum Nigeria Limited (previously named Camac Petroleum Limited) and Zenith Bank PLC, as amended by the Zenith Amendment Agreement, in the form existing as at the date of this Agreement.
"Zenith Finance Documents" means the Zenith Security Documents, the Zenith Facility Agreement and the Zenith Amendment Agreement.
"Zenith Security Documents" are the list of security documents listed in Schedule 9 (Zenith Security Documents), in the form existing as at the date of this Agreement.
1.2
Construction
1.2.1
Unless a contrary indication appears, a reference in this Agreement to:
(A)
any person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;
(B)
a document in "agreed form" is a document which is previously agreed in writing by or on behalf of an Obligor and the Agent or, if not so agreed, is in the form specified by the Agent;
(C)
"assets" includes present and future properties, revenues and rights of every description;
(D)
a "Transaction Document" or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(E)
a "group of Lenders" includes all the Lenders;
(F)
"guarantee" means (other than in Clause 21 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person

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where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(G)
"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(H)
the "Interest Period" of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;
(I)
a Lender's "participation" in relation to a Letter of Credit shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;
(J)
a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
(K)
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 the type with which a reasonably prudent person would be expected to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
(L)
a Utilisation made or to be made to the Borrower includes a Letter of Credit issued on its behalf;
(M)
a provision of law is a reference to that provision as amended or re-enacted; and
(N)
a time of day is a reference to Port Louis time.
1.2.2
any matter "including" specific instances or examples of such matter shall be construed without limitation to the generality of that matter (and reference to "include" shall be construed accordingly).
1.2.3
The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.
1.2.4
Section, Clause and Schedule headings are for ease of reference only.
1.2.5
Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
1.2.6
The Borrower providing "cash cover" for a Letter of Credit means the Borrower paying an amount in the currency of the Letter of Credit to an interest-bearing account in the name of the Borrower and the following conditions being met:
(A)
the account is with the Issuing Bank for which that cash cover is to be provided;
(B)
subject to Clause 7.7.2 (Regulation and consequences of cash cover provided by Borrower), until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit; and
(C)
the Borrower has executed a security document over that account, in form and substance satisfactory to the Finance Party with which that account is held, creating a first ranking security interest over that account.

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1.2.7
A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.
1.2.8
The Borrower "repaying" or "prepaying" a Letter of Credit means:
(A)
the Borrower providing cash cover for that Letter of Credit;
(B)
the maximum amount payable under the Letter of Credit being reduced or cancelled (but not renewed) in accordance with its terms; or
(C)
the Issuing Bank being satisfied that it has no further liability under that Letter of Credit,
and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (A) and (B) above is the amount of the relevant cash cover, reduction or cancellation.
1.2.9
An amount borrowed includes any amount utilised by way of Letter of Credit.
1.2.10
A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.
1.2.11
Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.
1.2.12
An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the Borrower in respect of that Letter of Credit at that time.
1.2.13
The Borrower's obligation on Utilisations becoming "due and payable" includes the Borrower repaying any Letter of Credit in accordance with Clause 1.2.8 above.
1.2.14
Any reference in this Agreement to a "Utilisation Request" for any Loan shall include any Utilisation Request which has been deemed to have been issued pursuant to Clause 7.3 (Loans to cover demands).
1.3
Currency symbols and definitions
"$", "USD" and "dollars" denote the lawful currency of the United States of America.
1.4
Third party rights
1.4.1
Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or enjoy the benefit of any term of this Agreement.
1.4.2
Subject to Clause 42.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
2.
THE FACILITY
2.1
The Facilities
Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan and letter of credit facility in an aggregate amount equal to the Total Commitments.
2.2
Finance Parties' rights and obligations
2.2.1
The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance

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Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
2.2.2
The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause 2.2.3 below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.
2.2.3
A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.
2.3
Company's Agent
2.3.1
The Company by its execution of this Agreement irrevocably appoints the Parent (acting through one or more authorised signatories) as Company's Agent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
(A)
the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by it notwithstanding that they may affect the Company, without further reference to it or its consent; and
(B)
each Finance Party to give any notice, demand or other communication to the Company pursuant to the Finance Documents to the Parent,
and in each case the Company shall be bound as though the Company itself had given the notices and instructions (including any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.
2.3.2
Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Company's Agent or given to the Company's Agent under any Finance Document on behalf of the Company or in connection with any Finance Document (whether or not known to the Company and whether occurring before or after the Company became an Obligor under any Finance Document) shall be binding for all purposes on the Company as if the Company had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Company's Agent and the Company, those of the Company's Agent shall prevail.
3.
PURPOSE
3.1
Purpose
The Borrower shall apply all amounts utilised by it in the following order to priority to:
3.1.1
by way of a Loan on the first Utilisation Date, pay for or reimburse any related fees, costs and expenses incurred by the Company in connection with the negotiation and entry into of the Finance Documents on Financial Close;

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3.1.2
by way of a Loan on the first Utilisation Date, fund the DSRA up to the Required DSRA Balance on Financial Close;
3.1.3
by way of Loans or Letters of Credit, directly fund the Company's capital expenditure in accordance with the CAPEX Program; and
3.1.4
by way of Loans, fund the CAPEX Reserve Account.
3.2
Monitoring
Notwithstanding Clause 3.1 (Purpose) above, no Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4.
CONDITIONS OF UTILISATION
4.1
Initial conditions precedent
4.1.1
The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent to initial Utilisation) in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.
4.1.2
Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 4.1.1 above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification (otherwise than by reason of the Agent's gross negligence or wilful misconduct).
4.2
Further conditions precedent
Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:
4.2.1
no Default is continuing or would result from the proposed Utilisation;
4.2.2
the Repeating Representations to be made by each Obligor are true in all material respects;
4.2.3
the proceeds of the Loan are required by the Borrower for any of the purposes set out in Clause 3.1 (Purpose);
4.2.4
subject to Clause 4.3 (Further conditions precedent for funding at the end of the Availability Period) below, for any Utilisation for the purpose set forth in Clause 3.1.3, the Agent has received an original copy (or certified copy) of the invoices to be financed under the CAPEX Program by the relevant Utilisation to be approved by the Technical Advisor and which shall include the following information:
(A)
name of the invoicing counterparty;
(B)
reference of the underlying contract;
(C)
amount of the invoice in USD; and
(D)
evidence that the relevant invoice is payable by the Borrower;
4.2.5
the Company has provided evidence in form and substance satisfactory to the Technical Advisor that the proceeds of all previous Utilisations requested to fund the CAPEX Program were applied to finance the CAPEX Program.
4.3
Further conditions precedent for funding at the end of the Availability Period

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4.3.1
The Borrower may, on or immediately prior to the final day of the Availability Period, draw down all or a portion of the Available Facility for the purpose referred to in Clause 3.1.3 (Purpose) for immediate transfer to the CAPEX Reserve Account for Capital Expenditure which is expected to be invoiced within six months of the end of the Availability Period.
4.3.2
The Borrower may make withdrawals from the CAPEX Reserve Account to pay for such Capital Expenditure in accordance with Clause 27.6 (Payments to and from the CAPEX Reserve Account).
4.4
Maximum number of Utilisations
4.4.1
The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation, 26 or more Loans would be outstanding; or
4.4.2
The Borrower may not request that a Letter of Credit be issued under the Facility if as a result of the proposed Utilisation 10 or more Letters of Credit would be outstanding.
5.
UTILISATION - LOANS
5.1
Delivery of a Utilisation Request
The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
5.2
Completion of a Utilisation Request for Loans
5.2.1
Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:
(A)
it identifies the Facility to be utilised;
(B)
the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;
(C)
the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
(D)
save for any Utilisation in accordance with Clause 4.3 (Further conditions precedent for funding at the end of the Availability Period), the relevant invoice specifies the account details for direct payment by the Agent of the proceeds of Utilisation to that account; 
(E)
in relation to any Utilisation in accordance with 4.3 (Further conditions precedent for funding at the end of the Availability Period), the CAPEX Reserve Account has been confirmed by the Agent to be opened; and
(F)
the proposed Interest Period complies with Clause 13 (Interest Periods).
5.2.2
Only one Loan may be requested in each Utilisation Request.
5.3
Currency and amount
5.3.1
The currency specified in a Utilisation Request must be dollars.
5.3.2
The amount of the proposed Utilisation must be not more than the Available Facility and a minimum of $5,000,000 and multiples of $1,000,000 or, if less, the Available Facility.
5.4
Lenders' participation
5.4.1
If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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5.4.2
The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.
5.4.3
The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.
5.5
Deemed Utilisation Requests
5.5.1
Notwithstanding any other provision of this Agreement, each Utilisation Request that is deemed to be issued pursuant to Clause 7.3 (Loans to cover demands) shall be deemed to have been issued in compliance with Clause 5.1 (Delivery of a Utilisation Request) and Clause 5.2 (Completion of a Utilisation Request) and all conditions (including the conditions set out in Clause 4.2 (Further conditions precedent)) that are required to be met in order for each Lender to make its participation in the Loan requested thereunder to be made available in accordance with Clause 5.4 (Lender's participation) shall be deemed to have been met on the Utilisation Date for such Loan. The making of such Loan shall not be construed as a waiver of (i) any such conditions for any other purposes or (ii) any Default that may be continuing at such time.
5.5.2
The proceeds of each Loan made pursuant to this Clause 5.5 (Deemed Utilisation Requests) shall be paid directly to the Issuing Bank.
5.6
Cancellation of Commitment
Subject to Clause 4.3 (Further conditions precedent for funding at the end of the Availability Period), the Commitments which are unutilised at the end of the Availability Period shall be immediately cancelled at that time.
6.
UTILISATION - LETTERS OF CREDIT
6.1
Letters of Credit
6.1.1
The Facility may be utilised by way of Letters of Credit.
6.1.2
Clause 5 (Utilisation - Loans) does not apply to utilisations by way of Letters of Credit.
6.1.3
In determining the amount of the Available Facility and a Lender's L/C Proportion of a proposed Letter of Credit for the purposes of this Agreement the Available Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit.
6.2
Delivery of a Utilisation Request for Letters of Credit
The Borrower may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
6.3
Completion of a Utilisation Request for Letters of Credit
Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:
6.3.1
it specifies that it is for a Letter of Credit;
6.3.2
the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Facility;
6.3.3
the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);
6.3.4
the form of Letter of Credit is attached;

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6.3.5
the Expiry Date of the Letter of Credit falls on or before the Termination Date;
6.3.6
the Term of the Letter of Credit is 12 Months or less;
6.3.7
the delivery instructions for the Letter of Credit are specified; and
6.3.8
the identity of the beneficiary of the Letter of Credit is a provider of services or goods eligible under the CAPEX Program.
6.4
Currency and amount
The currency specified in a Utilisation Request must be dollars.
6.5
Issue of Letters of Credit
6.5.1
If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Letter of Credit on the Utilisation Date.
6.5.2
Subject to Clause 4.1 (Initial conditions precedent), the Issuing Bank will only be obliged to comply with Clause 6.5.1 above in relation to a Letter of Credit, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:
(A)
no Default is continuing or would result from the proposed Utilisation;
(B)
the Repeating Representations to be made by each Obligor are true;
(C)
the proceeds of the Loan are required by the Borrower for any of the purposes set out in Clause 3.1 (Purpose);
(D)
for any Utilisation for the purpose set forth in Clause 3.1.3, the Agent has received an original copy (or certified copy) of the invoices to be financed under the CAPEX Program by the relevant Utilisation to be approved by the Technical Advisor and which shall include the following information:
(1)
name of the invoicing counterparty;
(2)
reference of the underlying contract;
(3)
amount of the invoice in USD; and
(4)
evidence that the relevant invoice is payable by the Borrower; and
(E)
the Company has provided evidence in form and substance satisfactory to the Technical Advisor that the proceeds of all previous Utilisations requested to fund the CAPEX Program were applied to finance the CAPEX Program.
6.5.3
The amount of each Lender's participation in each Letter of Credit will be equal to its L/C Proportion.
6.5.4
The Agent shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.
6.5.5
The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in Clause 6.5.2 above have been met. The Issuing Bank may assume that those conditions have been met unless it is expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Letter of Credit based on such assumption.
6.5.6
The Issuing Bank is solely responsible for the form of the Letter of Credit that it issues. The Agent has no duty to monitor the form of that document.

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6.5.7
Subject to Clause 32.7.1 (Rights and discretions), each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Letter of Credit and its issue.
6.5.8
The Issuing Bank may issue a Letter of Credit in the form of a SWIFT message or other form of communication customary in the relevant market but has no obligation to do so.
6.6
Renewal of a Letter of Credit
6.6.1
The Borrower may request that any Letter of Credit issued is renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.
6.6.2
The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the condition set out in Clause 6.3.4 (Completion of a Utilisation Request for Letters of Credit) shall not apply.
6.6.3
The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:
(A)
its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and
(B)
its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.
6.6.4
Subject to Clause 6.6.5 below, if the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.
6.6.5
Where a new Letter of Credit is to be issued to replace by way of renewal an existing Letter of Credit, the Issuing Bank is not required to issue that new Letter of Credit until the Letter of Credit being replaced has been returned to the Issuing Bank or the Issuing Bank is satisfied either that it will be returned to it or otherwise that no liability can arise under it.
6.7
Reduction of a Letter of Credit
6.7.1
If, on the proposed Utilisation Date of a Letter of Credit, any Lender under the requested Utilisation is a Non-Acceptable L/C Lender and:
(A)
that Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.5 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover); and
(B)
the Borrower has not exercised its right to provide cash cover to the Issuing Bank in accordance with Clause 7.5.7 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover),
the Issuing Bank may reduce the amount of that Letter of Credit by an amount equal to the amount of the participation of that Non-Acceptable L/C Lender in respect of that Letter of Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the Issuing Bank) in respect of that Letter of Credit for the purposes of the Finance Documents.
6.7.2
The Issuing Bank shall notify the Agent and the Parent of each reduction made pursuant to this Clause 6.7.
6.7.3
This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.

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6.8
Reduction or expiry of Letter of Credit
If the amount of any Letter of Credit is wholly or partially reduced or it is repaid or prepaid or it expires prior to its Expiry Date, the Issuing Bank and the Borrower (or on behalf of which the Parent requested) the issue of that Letter of Credit shall promptly notify the Agent of the details upon becoming aware of them..
7.
LETTERS OF CREDIT
7.1
Immediately payable
If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested (or on behalf of which the Parent requested) the issue of that Letter of Credit shall repay or prepay that amount immediately.
7.2
Claims under a Letter of Credit
7.2.1
The Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it (or requested by the Parent on its behalf) and which appears on its face to be in order (in this Clause 7, a "claim").
7.2.2
Save to the extent that any claim notice has been issued and Loan is made pursuant to Clause 7.3 (Loans to cover demands) in respect of any claim, the Borrower shall immediately on demand pay to the Agent for the Issuing Bank an amount equal to the amount of any claim.
7.2.3
The Borrower acknowledges that the Issuing Bank:
(A)
is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and
(B)
deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.
7.2.4
The obligations of the Borrower under this Clause 7 will not be affected by:
(A)
the sufficiency, accuracy or genuineness of any claim or any other document; or
(B)
any incapacity of, or limitation on the powers of, any person signing a claim or other document.
7.3
Loans to cover demands
7.3.1
The Issuing Bank shall promptly issue a notice (a "claim notice") to the Agent and the Company to notify them of (i) any claim made under any Letter of Credit; (ii) the amount of that claim (in the currency in which it is due to be paid); and (iii) the date on which it is due to pay that claim. Any failure by the Issuing Bank to provide any claim notice in accordance with this Clause 7.3.1 shall not release the Obligors and the Lenders from their obligations and liabilities under this Clause 7 (Utilisation – Letters of Credit) or otherwise prejudice such obligations and liabilities.
7.3.2
If a claim notice has been issued, the Borrower shall be deemed to have issued a Utilisation Request for a Loan on the later of (a) the date on which that claim notice is issued and (b) 11.00 am on the third Business Day prior to the date on which the Issuing Bank is due to pay the relevant claim (the "deemed issue date"). The amount of such a proposed Loan shall be equal to the amount of the claim specified in the claim notice. The Utilisation Date for such Loan shall be (i) the date specified in the claim notice as the date on which the relevant claim is due to be paid or (ii) if later, the third Business Day after the date on which the

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claim notice was issued. The Interest Period for such a Loan shall be determined by the Agent (in consultation with the Company).
7.4
Indemnities
7.4.1
The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
7.4.2
Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
7.4.3
The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.4 in respect of that Letter of Credit.
7.4.4
The obligations of each Lender or Borrower under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
7.4.5
If the Borrower has provided cash cover in respect of a Lender's participation in a Letter of Credit, the Issuing Bank shall seek reimbursement from that cash cover before making a demand of that Lender under Clause 7.4.2 above. Any recovery made by an Issuing Bank pursuant to that cash cover will reduce that Lender's liability under Clause 7.4.2 above.
7.4.6
The obligations of any Lender or Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(A)
any time, waiver or consent granted to, or composition with, either Obligor, any beneficiary under a Letter of Credit or any other person;
(B)
the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(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, either Obligor, any beneficiary under a Letter of Credit or other person or 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;
(D)
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(E)
any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(F)
any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

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(G)
any insolvency or similar proceedings.
7.5
Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover
7.5.1
If, at any time, a Lender is a Non-Acceptable L/C Lender, the Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling 2 Business Days after the request by the Issuing Bank, an amount equal to that Lender's L/C Proportion of:
(A)
the outstanding amount of a Letter of Credit; or
(B)
in the case of a proposed Letter of Credit, the amount of that proposed Letter of Credit,
and in the currency of that Letter of Credit to an interest-bearing account held in the name of that Lender with the Issuing Bank.
7.5.2
The Non-Acceptable L/C Lender to whom a request has been made in accordance with Clause 7.5.1 above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the Issuing Bank, as collateral for any amounts due and payable under this Agreement by that Lender to the Issuing Bank in respect of that Letter of Credit.
7.5.3
Subject to Clause 7.5.6 below, withdrawals from such an account may only be made to pay the Issuing Bank amounts due and payable to it under this Agreement by the Non-Acceptable L/C Lender in respect of that Letter of Credit until no amount is or may be outstanding under that Letter of Credit.
7.5.4
Each Lender shall notify the Agent and the Parent:
(A)
on the date of this Agreement or on any later date on which it becomes such a Lender in accordance Clause 29 (Changes to the Lenders) whether it is a Non-Acceptable L/C Lender; and
(B)
as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender,
and an indication in Schedule 1 (The Original Lender), in a Transfer Certificate or in an Assignment Agreement to that effect will constitute a notice under paragraph (A) above to the Agent and, upon delivery in accordance with Clause 29.7 (Copy of Transfer Certificate or Assignment Agreement to the Company), to the Company.
7.5.5
Any notice received by the Agent pursuant to Clause 7.5.4 above shall constitute notice to the Issuing Bank of that Lender's status and the Agent shall, upon receiving each such notice, promptly notify the Issuing Bank of that Lender's status as specified in that notice.
7.5.6
Notwithstanding Clause 7.5.3 above, a Lender which has provided cash collateral in accordance with this Clause 7.5 may, by notice to the Issuing Bank, request that an amount equal to the amount provided by it as collateral in respect of the relevant Letter of Credit (together with any accrued interest) be returned to it:
(A)
to the extent that such cash collateral has not been applied in satisfaction of any amount due and payable under this Agreement by that Lender to the Issuing Bank in respect of the relevant Letter of Credit;
(B)
if:
(1)
it ceases to be a Non Acceptable L/C Lender; or

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(2)
its obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement; and
(C)
if no amount is due and payable by that Lender in respect of a Letter of Credit,
and the Issuing Bank shall pay that amount to the Lender within 2 Business Days of that Lender's request (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).
7.5.7
To the extent that a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the Issuing Bank that it will not provide cash collateral) in accordance with this Clause 7.5 in respect of a proposed Letter of Credit, the Issuing Bank shall promptly notify the Parent (with a copy to the Agent) and the Borrower of that proposed Letter of Credit may, at any time before the proposed Utilisation Date of that Letter of Credit, provide cash cover to an account with the Issuing Bank in an amount equal to that Lender's L/C Proportion of the amount of that proposed Letter of Credit.

7.6
Requirement for cash cover from Borrower
If:
7.6.1
a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the Issuing Bank that it will not provide cash collateral) in accordance with Clause 7.5 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover) in respect of a Letter of Credit that has been issued;
7.6.2
the Issuing Bank notifies the Parent (with a copy to the Agent) that it requires the Borrower of the relevant Letter of Credit to provide cash cover to an account with the Issuing Bank in an amount equal to that Lender's L/C Proportion of the outstanding amount of that Letter of Credit; and
7.6.3
the Borrower has not already provided such cash cover which is continuing to stand as collateral,
then the Borrower shall provide such cash cover within 2 Business Days of the notice referred to in Clause 7.6.2 above.
7.7
Regulation and consequences of cash cover provided by Borrower
7.7.1
Any cash cover provided by the Borrower pursuant to Clause 7.5 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover) or Clause 7.6 (Requirement for cash cover from Borrower) may be funded out of a Loan.
7.7.2
Notwithstanding Clause 1.2.6 (Construction), the Borrower may request that an amount equal to the cash cover (together with any accrued interest) provided by it pursuant to Clause 7.5 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover) or Clause 7.6 (Requirement for cash cover from Borrower) be returned to it:
(A)
to the extent that such cash cover has not been applied in satisfaction of any amount due and payable under this Agreement by the Borrower to the Issuing Bank in respect of a Letter of Credit;
(B)
if:
(1)
the relevant Lender ceases to be a Non Acceptable L/C Lender; or

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(2)
the relevant Lender's obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement; and
(C)
if no amount is due and payable by the relevant Lender in respect of the relevant Letter of Credit,
and the Issuing Bank shall pay that amount to the Borrower within 2 Business Days of the Borrower's request.
7.7.3
To the extent that the Borrower has provided cash cover pursuant to Clause 7.5 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover) or Clause 7.6 (Requirement for cash cover from Borrower), the relevant Lender's L/C Proportion in respect of that Letter of Credit will remain (but that Lender's obligations in relation to that Letter of Credit may be satisfied in accordance with Clause 1.2.6(B) (Construction)). However the Borrower's obligation to pay any Letter of Credit fee in relation to the relevant Letter of Credit to the Agent (for the account of that Lender) in accordance with Clause 15.5.2 (Fees payable in respect of Letters of Credit) will be reduced proportionately as from the date on which it provides that cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).
7.7.4
The Issuing Bank shall promptly notify the Agent of the extent to which the Borrower provides cash cover pursuant to Clause 7.5 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover) or Clause 7.6 (Requirement for cash cover from Borrower) and of any change in the amount of cash cover so provided.
7.8
Rights of contribution
No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7.
8.
REPAYMENT
8.1
Repayment of Loans
8.1.1
The Borrower shall repay the aggregate Loans in instalments by repaying on each Repayment Date an amount which reduces the amount of the outstanding aggregate Loans by the amount set out opposite that Repayment Date below:

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Repayment Date
Repayment Instalment
30 June 2017


500,000
30 September 2017
10,000,000
31 December 2017
10,000,000

31 March 2018
10,500,000

30 June 2018
10,500,000

30 September 2018
10,500,000

31 December 2018
10,500,000

31 March 2019
10,500,000

30 June 2019
10,500,000

30 September 2019
10,500,000

31 October 2019
2,000,000

30 November 2019
2,000,000

31 December 2019
2,000,000
8.1.2
Notwithstanding the foregoing, the outstanding amount of all Loans shall be due and payable on the Termination Date.
8.2
Reborrowing of Loans
The Borrower may not reborrow any part of the Facility which is repaid.
8.3
Effect of cancellation and prepayment on scheduled repayments
8.3.1
If the Commitment of any Lender is cancelled and/or any of the Loans are repaid or prepaid under Clause 10.1 (Illegality) or Clause 10.3 (Change of Control) then

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the amount of the Repayment Instalment for each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.
8.3.2
If the Borrower cancels the whole or any part of the Available Commitments in accordance with Clause 9.1 (Voluntary cancellation) then the amount of the Repayment Instalment for each Repayment Date falling after (and giving effect to) that cancellation will reduce pro rata by the amount cancelled.
8.3.3
If any of the Loans are prepaid in accordance with Clause 9.2 (Voluntary prepayment) or Clause 10.4 (Cash sweep), the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce pro rata the amount of the Loan prepaid.
8.3.4
If on the last day of the Availability Period, the aggregate Loans is less than the Total Commitments, the amount of each Repayment Instalment shall be reduced in inverse chronological order.
9.
VOLUNTARY PREPAYMENT AND CANCELLATION
9.1
Voluntary cancellation
The Company (or the Parent on its behalf) may, if it gives the Agent not less than 30 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000 and multiples of $1,000,000) or, if less, of the Available Facility. Any cancellation under this Clause 9.1 shall reduce the Commitments of the Lenders rateably.
9.2
Voluntary prepayment
9.2.1
The Borrower may, if it (or the Parent on its behalf in the case of the Company) gives the Agent not less than 30 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Utilisation (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of $5,000,000 and multiples of USD2,500.000).
9.2.2
A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).
10.
MANDATORY PREPAYMENT AND CANCELLATION
10.1
Illegality
If it is or becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:
10.1.1
that Lender, shall promptly notify the Agent upon becoming aware of that event;
10.1.2
upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately cancelled; and
10.1.3
the Borrower shall repay that Lender's participation in the Utilisations made to it on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participations repaid.
10.2
Illegality in relation to Issuing Bank

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If it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit or it becomes unlawful for any Affiliate of an Issuing Bank for that Issuing Bank to do so then:
10.2.1
that Issuing Bank shall promptly notify the Agent upon becoming aware of that event;
10.2.2
upon the Agent notifying the Parent, the Issuing Bank shall not be obliged to issue any Letter of Credit;
10.2.3
the Borrower shall use its best endeavours to procure the release of each Letter of Credit issued by that Issuing Bank and outstanding at such time on or before the date specified by the Issuing Bank in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law); and
10.2.4
unless any other Lender is or has become an Issuing Bank pursuant to the terms of this Agreement, the Facility shall cease to be available for the issue of Letters of Credit.
10.3
Change of Control
Upon the occurrence of:
10.3.1
PIC no longer being a direct shareholder of the Parent; or
10.3.2
the sale of all or substantially all of the assets of either Obligor whether in a single transaction or a series of related transactions,
(A)
each Obligor shall promptly notify the Agent upon becoming aware of that event;
(B)
a Lender shall not be obliged to fund a Utilisation;
(C)
if a Lender so requires and notifies the Agent within 30 days of either Obligor notifying the Agent of the event the Agent shall, by not less than 30 days' notice to the Obligors, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.
10.4
Cash sweep
If any amount is credited to the Offshore Collection Account in accordance with clause 6.2.3 (E) (Payments prior to enforcement) of the Override Deed, the Borrower shall use those proceeds to prepay the Loans on the next Quarter Date in an amount equal to those proceeds.
11.
RESTRICTIONS
11.1
Notices of Cancellation or Prepayment
Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 9 (Voluntary Prepayment and Cancellation) or Clause 10 (Mandatory Prepayment and Cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
11.2
Interest and other amounts

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Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
11.3
No reborrowing
No Borrower may reborrow any part of the Facility which is prepaid.
11.4
Prepayment in accordance with Agreement
No Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
11.5
No reinstatement of Commitments
No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
11.6
Agent's receipt of Notices
If the Agent receives a notice under Clause 9 (Voluntary Prepayment and Cancellation) or Clause 10 (Mandatory Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender(s), as appropriate.
11.7
Effect of repayment and prepayment on Commitments
If all or part of any Lender's participation in a Utilisation under a Facility is repaid or prepaid and is not available for redrawing, an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.
12.
INTEREST
12.1
Calculation of interest
The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
12.1.1
Margin; and
12.1.2
LIBOR.
12.2
Payment of interest
The Borrower shall pay accrued interest on each Loan made to it on each Interest Payment Date.
12.3
Default interest
12.3.1
If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 12.3.2 below, is two per cent. per annum higher than 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 successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 12.3 shall be immediately payable by the relevant Obligor on demand by the Agent.
12.3.2
If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

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(A)
the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
(B)
the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.
12.3.3
Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.
12.4
Notification of rates of interest
12.4.1
The Agent shall promptly notify the Lenders and the Company (or the Parent) of the determination of a rate of interest under this Agreement.
12.4.2
The Agent shall promptly notify the Company (or the Parent) of each Funding Rate relating to a Loan.
13.
INTEREST PERIODS
13.1
Interest Periods
The duration of Interest Periods for each Loan shall be determined in accordance with the following provisions:
13.1.1
subject to the other Clauses of this Clause 13:
(A)
the first Interest Period shall be the period from (and including) the Utilisation Date for that Loan to (and excluding) the next Interest Payment Date;
(B)
each subsequent Interest Period for a Loan will start on the expiry of the preceding Interest Period and end on the next Interest Payment Date;
13.1.2
if any Interest Period in respect of a Loan starts prior to the End of the Grace Period and would otherwise end after such date, such Interest Period shall end on (but exclude) the End of the Grace Period;
13.1.3
any Interest Period which would otherwise extend beyond the due date of any Repayment Instalment as determined by the Agent pursuant to Clause 8 (Repayment) will be adjusted by the Agent to the extent necessary to end upon such Repayment Date;
13.1.4
if an Interest Period for a Loan would otherwise overrun the Termination Date, it will be shortened so that it ends on the Termination Date;
13.1.5
the Agent, acting on the instructions of all Lenders, and the Company may enter into such other arrangements as they may agree for the adjustment of Interest Periods and the consolidation of Loans;
13.1.6
no Interest Period shall extend beyond a Test Date, a Repayment Date or the Termination Date; and
13.1.7
the duration of each Interest Period may be shortened by the Agent to align the duration of the relevant Interest Period on the delivery dates under the Sales Contract:
(A)
in respect of the first Interest Period, no later than two days before the Utilisation Date; and
(B)
in respect of each subsequent Interest Period, no later than two days before the first day of that Interest Period.

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13.2
Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
13.3
Consolidation of Loans
If two or more Interest Periods relate to Loans and end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.
14.
CHANGES TO THE CALCULATION OF INTEREST
14.1
Unavailability of Screen Rate
14.1.1
Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.
14.1.2
Cost of Funds: If no Screen Rate is available for LIBOR for:
(A)
dollars; or
(B)
the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,
there shall be no LIBOR for that Loan and Clause 14.3 (Cost of funds) shall apply to that Loan for that Interest Period
14.2
Market disruption
If before close of business in Port Louis on the Quotation Day for the relevant Interest Period the Lender notifies the Company that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 14.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.
14.3
Cost of funds
14.3.1
If this Clause 14.3 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(A)
the Margin; and
(B)
the rate notified to the Company by the Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender of funding its participation in that Loan from whatever source it may reasonably select.
14.3.2
If this Clause 14.3 applies and the Lender or the Company so requires, the Lender and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.
14.4
Break Costs
14.4.1
The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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14.4.2
Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
15.
FEES
15.1
Commitment fee
15.1.1
The Company shall pay to the Agent (for the account of each Lender) a fee in dollars computed at the rate of 2 per cent. per annum on that Lender's Available Commitment under the Facility for the Availability Period.
15.1.2
The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.
15.2
Structuring fee
The Company shall pay to the Arranger a structuring fee in the amount and at the times agreed in a Fee Letter.
15.3
Underwriting fee
The Company shall pay to the Original Lender an underwriting fee in the amount and at the times agreed in a Fee Letter.
15.4
Management fee
The Company shall pay to the Agent and the Security Agent (for their own account) a management fee in the amount and at the times agreed in a Fee Letter.
15.5
Fees payable in respect of Letters of Credit
15.5.1
The Borrower shall pay to the Issuing Bank a fronting fee at the rate of 1% per cent. per annum on the outstanding amount which is counter-indemnified by the other Lenders of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date, for the avoidance of doubt, this fronting fee will not be payable on the Issuing Bank's L/C Proportion as Lender.
15.5.2
The Borrower shall pay to the Agent (for the account of each Lender) a Letter of Credit fee in dollars (computed at the rate equal to the Margin) on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. Subject to Clause 7.7.3 (Regulation and consequences of cash cover provided by Borrower), this fee shall be distributed according to each Lender's L/C Proportion of that Letter of Credit.
15.5.3
The accrued fronting fee and Letter of Credit fee on a Letter of Credit shall be payable on the last day of each successive period of three Months (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the date of issue of that Letter of Credit If the outstanding amount of a Letter of Credit is reduced, any fronting fee and Letter of Credit fee accrued in respect of the amount of that reduction shall be payable on the day that that reduction becomes effective.
15.5.4
If the Borrower provides cash cover in respect of any Letter of Credit:
(A)
the fronting fee payable to the Issuing Bank and (subject to Clause 7.7.3 (Regulation and consequences of cash cover provided by Borrower)), the Letter of Credit fee payable for the account of each Lender shall continue to be payable until the expiry of the Letter of Credit; and

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(B)
the Borrower shall be entitled to withdraw interest accrued on the cash cover to pay the fees described in paragraph (A) above.
16.
TAX GROSS UP AND INDEMNITIES
16.1
Definitions
16.1.1
In this Agreement:
"Protected Party" means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
"Tax Credit" means a credit against, relief or remission for, or repayment of, any Tax.
"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause ‎16.2 (Tax gross-up) or a payment under Clause ‎16.3 (Tax indemnity).
"Treaty Lender" means a Lender which:
(a)    is treated as a resident of a Treaty State for the purposes of a Treaty; and
(b)
does not carry on a business in Nigeria through a permanent establishment with which that Lender's participation in the Loan is effectively connected.
"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with Nigeria which makes provision for a full or partial exemption from tax imposed by Nigeria on interest.
16.1.2
Unless a contrary indication appears, in this Clause 16 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
16.2
Tax gross-up
16.2.1
Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
16.2.2
The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender or Issuing Bank shall notify the Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank. If the Agent receives such notification from a Lender or Issuing Bank it shall notify the Obligors.
16.2.3
If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
16.2.4
If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
16.2.5
Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence

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reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
16.2.6
Either Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate with that Treaty Lender in completing any procedural formalities necessary for the relevant Obligor to obtain authorisation to make payments without a Tax Deduction or at a reduced rate of Tax Deduction.
16.3
Tax indemnity
16.3.1
Each Obligor shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
16.3.2
Clause 16.3.1 above shall not apply:
(A)
with respect to any Tax assessed on a Finance Party:
(1)
under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
(2)
under the law of the jurisdiction in which 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 (but not any sum deemed to be received or receivable) by that Finance Party; or
(B)
to the extent a loss, liability or cost is compensated for by an increased payment under Clause 16.2 (Tax gross-up).
16.3.3
A Protected Party making, or intending to make a claim under Clause 16.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Parent.
16.3.4
A Protected Party shall, on receiving a payment from an Obligor under this Clause 16.3, notify the Agent.
16.4
Tax Credit
If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
16.4.1
a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
16.4.2
that Finance Party has obtained and utilised that Tax Credit,
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
16.5
Stamp taxes
Each Obligor shall pay and, within three Business Days of demand, indemnify each Secured Party and the Arranger against any cost, loss or liability that Secured Party or an Arranger incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
16.6
VAT

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16.6.1
All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Clause 16.6.2 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).
16.6.2
If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(A)
(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(B)
(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
16.6.3
Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
16.6.4
Any reference in this Clause ‎16.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).
16.6.5
In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.
17.
INCREASED COSTS
17.1
Increased costs
17.1.1
Subject to Clause 17.3 (Exceptions), the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the

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amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:
(A)
the introduction of or any change in (or in the interpretation, administration or application of) any law, regulation or any form of compulsory rules or instructions; or
(B)
compliance with any law or regulation made after the date of this Agreement or the implementation of, application of, compliance with, change to or replacement of, Basel III, CRD IV or CRR.
17.1.2
In this Agreement:
(A)
"Increased Costs" means:
(1)
a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;
(2)
an additional or increased cost; or
(3)
a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.
(B)
"Basel III" means:
(1)
the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(2)
the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(3)
any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
(C)
"CRD IV" means:
(1)
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and
(2)
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
(D)
"CRR" means Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012.
17.2
Increased cost claims

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17.2.1
A Finance Party intending to make a claim pursuant to Clause 17.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.
17.2.2
Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
17.3
Exceptions
17.3.1
Clause 17.1 (Increased costs) does not apply to the extent any Increased Cost is:
(A)
attributable to a Tax Deduction required by law to be made by an Obligor;
(B)
compensated for by Clause 16.3 (Tax indemnity) (or would have been compensated for under Clause 16.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 16.3.2 (Tax indemnity) applied); or
(C)
attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.
17.3.2
In this Clause 17.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 16.1 (Definitions).
18.
OTHER INDEMNITIES
18.1
Currency indemnity
18.1.1
If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:
(A)
making or filing a claim or proof against that Obligor; or
(B)
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
that Obligor shall as an independent obligation, within three Business Days of demand, indemnify the Arranger and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
18.1.2
Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
18.2
Other indemnities
18.2.1
Each Obligor shall within three Business Days of demand, indemnify the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of:
(A)
the occurrence of any Event of Default;
(B)
a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 35 (Sharing among the Finance Parties);
(C)
funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by

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reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);
(D)
issuing or making arrangements to issue a Letter of Credit requested by the Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or
(E)
a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower,
unless that loss of liability is caused by such Secured Party's gross negligence of wilful misconduct.
18.2.2
Each Obligor shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of:
(A)
the use of proceeds under the Facility or Transaction Security being taken over the Charged Property (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the use of proceeds under the Facility), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate); and
(B)
any investigation, proceeding, lawsuit relating to a member of the Group concerning any anti-corruption law.
Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 18.2 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
18.3
Indemnity to the Agent
Each Obligor shall promptly indemnify the Agent against:
18.3.1
any cost, loss or liability, unless that loss or liability is caused by the Agent's gross negligence or wilful misconduct incurred by the Agent (acting reasonably) as a result of:
(A)
investigating any event which it reasonably believes is a Default;
(B)
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(C)
instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and
18.3.2
any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause ‎‎36.11 (Disruption to Payment Systems etc.) notwithstanding the Agent's negligence but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents.
18.4
Indemnity to the Security Agent

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18.4.1
Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:
(A)
any failure by the Company to comply with its obligations under Clause 20 (Costs and Expenses);
(B)
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(C)
the taking, holding, protection or enforcement of the Transaction Security;
(D)
the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E)
any default by either Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or
(F)
acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).
18.4.2
Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause ‎18.4 will not be prejudiced by any release under Clause 33.25 (Releases) or otherwise in accordance with the terms of this Agreement.
18.4.3
The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 18.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.
19.
MITIGATION BY THE LENDERS
19.1
Mitigation
19.1.1
Each Finance Party shall, to the extent practicable, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 10.1 (Illegality), (or, in respect of the Issuing Bank, Clause 10.2 (Illegality in relation to Issuing Bank)). Clause 16 (Tax Gross Up and Indemnities) or Clause 17 (Increased Costs) including transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
19.1.2
Clause 19.1.1 above does not in any way limit the obligations of either Obligor under the Finance Documents.
19.2
Limitation of liability
19.2.1
Each Obligor shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 19.1 (Mitigation).
19.2.2
Without prejudice to the provisions of Clause 19.2.1, Clause 19.1 (Mitigation) does not purport to create any obligation whatsoever on the part of any Finance Party and the latter shall not be obliged to take any steps under Clause 19.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

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20.
COSTS AND EXPENSES
20.1
Transaction expenses
Each Obligor shall promptly on demand pay the Agent, the Arranger and the Security Agent the amount of all previously agreed costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, execution and perfection of:
20.1.1
the Transaction Security, this Agreement and any other documents referred to in this Agreement; and
20.1.2
any other Finance Documents executed after the date of this Agreement.
20.2
Amendment costs
If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 36.10 (Change of currency) or an amendment to the Transaction Documents is required to be made due to a change in law or regulation, the Company shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent in responding to, evaluating, negotiating or complying with that request or requirement.
20.3
Security Agent's management time and additional remuneration
Any amount payable to the Security Agent under Clause 18.4 (Indemnity to the Security Agent) and this Clause 20 shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Company and the Lenders, and is in addition to any other fee paid or payable to the Security Agent.
20.4
Enforcement and preservation costs
The Company shall, within three Business Days of demand, pay to the Agent, the Security Agent and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.
21.
GUARANTEE AND INDEMNITY
21.1
Guarantee and indemnity
The Parent irrevocably and unconditionally:
21.1.1
guarantees to each Finance Party punctual performance by the Company of each and all of its obligations under the Finance Documents;
21.1.2
undertakes with each Finance Party that whenever the Company does not pay any amount when due under or in connection with any Finance Document, the Parent shall immediately on demand pay that amount as if it was the principal obligor; and
21.1.3
agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Parent under this indemnity will not exceed the

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amount it would have had to pay under this Clause 21 if the amount claimed had been recoverable on the basis of a guarantee.
21.2
Continuing Guarantee
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Company under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
21.3
Reinstatement
If any discharge, release or arrangement (whether in respect of the obligations of either Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent under this Clause 21 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
21.4
Waiver of defences
The obligations of the Parent under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice any of its obligations under this Clause 21 (without limitation and whether or not known to it or any Finance Party) including:
21.4.1
any time, waiver or consent granted to, or composition with, either Obligor or other person;
21.4.2
the release of the Company or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
21.4.3
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, either Obligor or other person or 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;
21.4.4
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
21.4.5
any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;
21.4.6
any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
21.4.7
any insolvency or similar proceedings.
21.5
Guarantor Intent
Without prejudice to the generality of Clause 21.4 (Waiver of defences), the Parent expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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21.6
Immediate recourse
The Parent 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 rights or security or claim payment from any person before claiming from the Parent under this Clause 21. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
21.7
Appropriations
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
21.7.1
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 apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Parent shall not be entitled to the benefit of the same; and
21.7.2
hold in an interest-bearing suspense account any moneys received from the Parent or on account of the Parent's liability under this Clause 21.
21.8
Deferral of the Parent's rights
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Parent will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 21:
21.8.1
to be indemnified by the Company;
21.8.2
to claim any contribution from any other guarantor of the Company's obligations under the Finance Documents;
21.8.3
to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
21.8.4
to bring legal or other proceedings for an order requiring the Company to make any payment, or perform any obligation, in respect of which the Parent has given a guarantee, undertaking or indemnity under Clause 21.1 (Guarantee and indemnity);
21.8.5
to exercise any right of set-off against the Company; and/or
21.8.6
to claim or prove as a creditor of the Company in competition with any Finance Party.
If the Parent receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Company under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 36 (Payment Mechanics).
21.9
Additional security
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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22.
REPRESENTATIONS
22.1
General
Each Obligor makes the representations and warranties set out in this Clause 22 to each Finance Party.
22.2
Status
22.2.1
It is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.
22.2.2
Each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
22.2.3
It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
22.3
Binding obligations
Subject to the Legal Reservations:
22.3.1
the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations; and
22.3.2
(without limiting the generality of Clause 22.3.1 above), each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid, effective and enforceable.
22.4
Non-conflict with other obligations
The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party and the granting of the Transaction Security do not and will not conflict with:
22.4.1
any law or regulation applicable to it;
22.4.2
the constitutional documents of any member of the Group; or
22.4.3
save for, until Financial Close, the item disclosed at row 22.4.3 of Schedule 16, any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group's assets or constitute a default or termination event (however described) under any such agreement or instrument.
22.5
Power and authority
22.5.1
It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.
22.5.2
No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.
22.6
Validity and admissibility in evidence
22.6.1
All Authorisations and any other acts, conditions or things required or advisable:
(A)
to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and
(B)
to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

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have been obtained, effected, done, fulfilled or performed and are in full force and effect and each Obligor is in compliance with the provisions thereof and save as permitted under the Finance Documents, there are no documents, or agreements in existence which have the effect of varying, amending or supplementing any such Authorisation which will be promptly obtained, effected, done, fulfilled or performed after the date of this Agreement.
22.6.2
All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect or, (as applicable).
22.6.3
All the Material Licences have been obtained or effected and are in full force and effect.
22.6.4
Subject to the Legal Reservations, and matter disclosed in row 22.6.4 of Schedule 17 the Company is the sole beneficiary of the beneficial title and economic rights in the Material Licences and no third party has any right or interest in the Material Licences subject only to the legal title in the Material Licences being held by Allied Energy Plc and Camac International Nigeria Limited.
22.7
Governing law and enforcement
22.7.1
The choice of governing law of the Transaction Documents to which it is a party will be recognised and enforced in its Relevant Jurisdictions.
22.7.2
Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document to which it is a party in the relevant jurisdiction as specified in that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.
22.7.3
Subject to the Legal Reservations, any arbitral award obtained in relation to a Transaction Document in the relevant seat of that arbitral tribunal specified in that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.
22.8
Insolvency
No:
22.8.1
corporate action, legal proceeding or other procedure or step described in Clause 28.7.1 (Insolvency proceedings); or
22.8.2
creditors' process described in Clause 28.8 (Creditors' process),
has been taken or, to the knowledge of the Parent, threatened in relation to a member of the Group; and none of the circumstances described in Clause 28.6 (Insolvency) applies to a member of the Group.
22.9
No filing or stamp taxes
Under the laws of its Relevant Jurisdictions it is not necessary that the Transaction Documents to which it is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents except:
22.9.1
stamping at the Nigerian Stamp Duties Office of the Federal Inland Revenue Service; and
22.9.2
registration at the Nigerian Corporate Affairs Commission;

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which stamping and registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Transaction Document, and in any case, no later than 30 days after the date of execution of the relevant Transaction Document.
22.10
Deduction of Tax
It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document except (i) for any withholding tax imposed by Nigerian law on any fees and interest paid under a Finance Document or (ii) any withholding tax imposed by United States law on payments made by the Guarantor that are deemed to be from U.S. sources under the IRC.
22.11
No default
22.11.1
No Event of Default and, on the date of this Agreement, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document to which it is a party.
22.11.2
No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has or is reasonably likely to have a Material Adverse Effect.
22.12
No misleading information
22.12.1
Any factual information provided by any member of the Group (including its advisers) to the Finance Parties was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
22.12.2
The financial projections provided to the Finance Parties have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
22.12.3
No information has been delivered in writing pursuant to this Agreement or withheld that results in the information delivered to the Finance Parties being untrue or misleading in any material respect.
22.13
Original Financial Statements
22.13.1
Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement.
22.13.2
Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant period unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement.
22.13.3
Save for the matter disclosed at row 22.13.3 of Schedule 17, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements.
22.13.4
Its most recent financial statements delivered pursuant to Clause 23.1 (Financial statements):

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(A)
have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and
(B)
give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.
22.13.5
The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.
22.13.6
Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to Clause 23.1 (Financial statements), the most recent financial statements delivered under that Clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).
22.14
No proceedings pending or threatened
22.14.1
No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, would reasonably be expected to be adversely determined and, if adversely determined, are reasonably likely to result in any liabilities for either Obligor exceeding USD 5,000,000 in aggregate, have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against (i) it or any of its Subsidiaries or (ii) to its best knowledge, any of Allied Energy Plc or Camac International Nigeria Limited directly relating to the OMLs, other than, in the case of the Parent, the Transocean Arbitration the liabilities of which shall not exceed $30,000,000.
22.15
No breach of laws
22.15.1
(i) It has not (and none of its Subsidiaries has) and (ii) neither of Allied Energy Plc nor Camac International Nigeria Limited have breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.
22.15.2
No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.
22.16
Environmental laws
22.16.1
Each member of the Group is in compliance with Clause 25.5 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.
22.16.2
No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, to have a Material Adverse Effect.
22.17
Taxation
22.17.1
It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax of USD 70,000,000 (or its equivalent in any other currency) or more.

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22.17.2
No claims or investigations are being, or (to the best of its knowledge after due and careful inquiry) are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect to Taxes.
22.17.3
It is resident for Tax purposes only in its Original Jurisdiction or any Relevant Jurisdiction.
22.18
Anti-corruption law, anti-bribery law
In recognition of the principles enshrined in the relevant international and regional conventions on combating corruption and to ensure compliance with the anti-corruption laws applicable in relation to the Facility and any other anti-corruption law, statute, regulation or convention otherwise applicable to the Obligors and their Affiliates, each Obligor represents, warrants and agrees as follows:
22.18.1
It is aware of, understands and has been advised by legal counsel on the meaning of the OECD Convention on combating Bribery of Foreign Public Officials (the "OECD Convention"), and of any of the other laws, regulations, rules, decrees and/or official government orders applicable to it relating to anti-bribery or anti-money laundering, including but not limited to, the U.S. Foreign Corrupt Practices Act ("FCPA") as well as Buyer's code of conduct as at the date hereof.
22.18.2
It is familiar with the OECD Convention and the FCPA’s prohibition of paying, offering, promising or giving anything of value, either directly or indirectly, to a Public Official in order to influence any act or decision of such Public Official in his official capacity, or inducing him to do or omit to do any act in violation of his lawful duty, or to secure any improper advantage in order to obtain or retain business for or with, or directing business to, any person or entity.
22.18.3
For the purpose of this Facility, "Government Entity" shall mean:
(A)
any agency or instrumentality of any national, regional or local government;
(B)
any business or entity that is owned wholly or partially or otherwise controlled by the government (such as Stare owned oil companies);
(C)
any public international organisation such as the United Nations or the World Bank; or
(D)
any political party.
22.18.4
It has not, inter alia in connection with the execution of this Facility and the Finance Documents, and agrees that it shall not breach any provision of any provision of any United National, United States, European Union or any other applicable law related to bribery, whether in relation to a Public Official or a private person including the FCPA, and that it has not and shall not take any action which would constitute a breach of Buyer's code of conduct.
22.18.5
It will not, directly or indirectly, offer, give or agree to offer or give any payment, gift or other advantage with respect to any matter which is the subject of this Facility, including its responsibilities and obligations hereunder (i) which is intended to, or does influence any person to act or reward any person for acting in breach of an expectation of good faith, impartiality or trust; (ii) which it would otherwise be improper for the recipient to accept; or (iii) which is made to, or for a Public Official with the intention of influencing them to allow one of the Parties or any Affiliate to obtain or retain an advantage in the conduct of its business (a "Corrupt Act").
22.18.6
Except as previously disclosed to the other Parties in writing, none of its senior representatives or its senior representatives’ Close Family Members is presently, or has been in the last year, a Public Official. It further warrants that it will inform

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the other Parties promptly in writing if any such person assumes such position while at the same time remaining one of its senior representatives or a Close Family Member of a Public Official.
22.18.7
Neither it, nor any of its executives or employees is under current criminal investigation or has been subject to enforcement activities for improper conduct relating to bribery or corruption.
22.18.8
Each member of the Group has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws and the proceeds of any Utilisation will not be used in any manner which would result in a violation of any such law.
22.19
Security and Financial Indebtedness
22.19.1
No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.
22.19.2
All the Security granted in connection with the Zenith Finance Documents are as listed in Schedule 9 (Zenith Security Documents).
22.19.3
No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.
22.20
Ranking
Other than as set out in the Override Deed and subject to the Legal Reservations, the Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.
22.21
Good title
22.21.1
It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.
22.21.2
It has good and marketable title to all Crude Oil arising from the OMLs free from any Security other than under the Security created under the Zenith Security Documents.
22.21.3
The Working Interests are held by the Company as owner of those rights free from any claims, third party rights or competing interests other than Security over the Working Interest under the Transaction Security Documents and the Zenith Security Documents.
22.22
Legal and beneficial ownership
It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets and Working Interests over which it purports to grant Security free from any claims, third party rights or competing interests other than Permitted Security permitted under Clause 25.14 (Negative pledge).
22.23
Group Structure Chart
The Group Structure Chart delivered to the Agent pursuant to paragraph 7.2 of Schedule 2 (Conditions precedent to initial Utilisation) is true, complete and accurate in all material respects and shows the following information:
22.23.1
each member of the Group, including current name and company registration number, its Original Jurisdiction (in the case of an Obligor), its jurisdiction of incorporation (in the case of a member of the Group which is not an Obligor), a

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list of shareholders (other than in relation to the Parent) and indicating whether a company is not a company with limited liability; and
22.23.2
all minority interests in any member of the Group and any person in which any member of the Group holds shares in its issued share capital or equivalent ownership interest of such person.
22.24
Accounting Reference Date
The Accounting Reference Date of each member of the Group is 31 December of each Financial Year.
22.25
Sales Contract
22.25.1
Capability: the Company is fully capable of performing and complying with its obligations under the Sales Contract, and possesses all technical and financial means required for this purpose.
22.25.2
Sales Contract in effect: the Sales Contract is in full force and effect and any condition precedent to its coming into force was satisfied (or waived, with the prior written consent of the Agent on the instructions of the Majority Lenders) by the date on which such condition precedent was due to be satisfied under the terms of the Sales Contract and the payment obligations of the Buyer under the Sales Contract are legal, valid, binding and enforceable obligations (subject to the Legal Reservations) and do not and will not conflict with any applicable law or regulation.
22.25.3
Sales Contract in form provided: except as the same may be amended after the date of this Agreement in accordance with Clause 26.3 (Dealings with counterparties):
(A)
the Sales Contract is in the form supplied to the Agent, other than in respect of amendments permitted to be made under this Agreement and notified in writing to the Agent in accordance with Clause 26.3 (Dealings with counterparties);
(B)
there are no contracts, agreements or other arrangements in existence (other than any Finance Document) that amend, modify, vary or otherwise relate to the Sales Contract, the Working Interest or the Financing Support Agreement, other than those notified by the Borrower to the Agent in writing prior to the execution of this Agreement or any amendments permitted to be made under this Agreement and notified in writing to the Agent in accordance with Clause ‎26.3 (Dealings with counterparties).
22.25.4
No breach or repudiation: neither the Company nor (to the best knowledge of the Company after due and careful enquiry) any other party to the Sales Contract is in breach of any payment, delivery, or other material obligation thereunder or has repudiated or done or caused to be done any act or thing evidencing an intention to repudiate the Sales Contract.
22.25.5
No notice of inability to perform: no Obligor has received or given any notification (written or otherwise) of a failure or inability by any party to the Sales Contract to comply with its obligations thereunder.
22.25.6
No early termination event: no event or circumstance has occurred that gives rise or might reasonably be expected to give rise to a right to terminate early, suspend performance under, repudiate or cancel the Sales Contract.
22.25.7
No claims or liabilities: There are no claims, liabilities or obligations in existence between either Obligor and the Buyer or any other person that if adversely

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determined, are or might reasonably be expected to be materially detrimental to the rights of any Finance Party under the Finance Documents.
22.25.8
Arm's length terms: the Company has entered into the Sales Contract on arm's length terms.
22.25.9
No other offtaker: the Buyer is the sole offtaker of any Crude Oil resulting from the OMLs.
22.26
FPSO Charter
After signing the FPSO Charter Amendment Agreement, the Company is not in breach of its material obligations under the FPSO Charter, including its payment obligations.
22.27
Centre of main interests and establishments
For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its Original Jurisdiction and it has no "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.
22.28
No adverse consequences
22.28.1
It is not necessary under the laws of its Relevant Jurisdictions:
(A)
in order to enable any Finance Party to enforce its rights under any Finance Document to which it is a party; or
(B)
by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document to which it is a party,
that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.
22.28.2
No Finance Party is or will be deemed to be resident, domiciled or carrying on business in an Obligor's Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.
22.29
No immunity
In any proceedings taken in its jurisdiction of incorporation in relation to the Finance Documents to which it is a party, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.
22.30
Private and commercial acts
Its execution of the Finance Documents to which it is a party constitutes, and its exercise of its rights and performance of its obligations thereunder will constitute, private and commercial acts done and performed for private and commercial purposes.
22.31
Regulated Entities
None of the Obligors, or any Group Member, is an "Investment Company" within the meaning of the US Investment Company Act of 1940. Neither Obligors nor any Group Member is subject to regulation under the US Federal Power Act or the US Interstate Commerce Act.
22.32
ERISA
22.32.1
Each Benefit Plan is in compliance in all material respects with the applicable provisions of ERISA, the IRC, and other US federal or state law or other applicable law. Each Benefit Plan which is intended to qualify under Section 401(a) of the IRC has received a favourable determination letter from the IRS and to

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the best knowledge of the Obligors, nothing has occurred that would cause the loss of such qualification. Each Obligor and each ERISA Affiliate, as applicable, has made all required contributions to any Benefit Plan subject to Section 412 of the IRC, or other applicable laws when due, and no application for a funding waiver or an extension of any amortization period (pursuant to Section 412 of the IRC, or otherwise) has been made with respect to any Benefit Plan.
22.32.2
There are no pending or, to the best knowledge of the Obligors, threatened, claims, actions or lawsuits, or action by any Government Entity, with respect to any Benefit Plan which has resulted or could reasonably be expected to result in a material adverse effect. There has been no prohibited transaction or violation of fiduciary responsibility by an Obligor, or to the knowledge of either Obligor, any administrator, trustee or their respective agents, with respect to any Benefit Plan which has resulted or would reasonably be expected to result in a material adverse effect.
22.32.3
(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Benefit Plan has any material Unfunded Pension Liability; (iii) neither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
22.33
Use of Proceeds; Margin Regulations
The proceeds of the Loans have been and are to be used in accordance with Clause 3.1 (Purpose). Neither Obligor nor any Group Member is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.
22.34
Sanctions
22.34.1
(i) No member of the Group or any directors nor employees of any member of the Group is a Sanctioned Person, and (ii) no member of the Group nor any directors and employees of any member of the Group acts directly or indirectly on behalf of a Sanctioned Person.
22.34.2
Save as disclosed in writing to the Agent before the date of this Agreement, no Obligor is incorporated, located or resident in a country which is subject to Sanctions.
22.34.3
Each member of the Group is in compliance with all applicable Sanctions and is not engaged in any activities that would reasonably be expected to result in any member of the Group being designated as a Sanctioned Person.
22.35
Material Licences and Working Interests
22.35.1
There are no obligations or terms affecting the Material Licences or the Working Interests which have not been (i) disclosed to the Agent or (ii) complied with in full.
22.35.2
The government of the Federal Republic of Nigeria does not benefit from any back-in right to acquire a participating interest in any of the Material Licences (other than statutory rights) and no such rights have been exercised.

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22.35.3
The legal holders of the Material Licences, Allied Energy Plc and Camac International Nigeria Limited, hold good title to the Material Licences subject to all of the beneficial and economic rights having been validly assigned to the Company and have complied with and continue to comply with all obligations under the Material Licences and and all applicable Nigerian laws and/or regulations.
22.35.4
All local content commitments have been complied with in respect to the Material Licences and the OMLs, including but not limited to any foreign participation interest restrictions.
22.35.5
All transfers of participating interests under the OMLs have been validly effected (with all relevant consents and approvals obtained) and there are no claims brought by or potential claims that may be brought by the Federal Republic of Nigeria in connection with such transfers.
22.35.6
All obligations with respect to relinquishment of any part of the lease area under the OMLs have been complied with and there are no claims brought by or potential claims that may be brought by the Federal Republic of Nigeria in connection with such relinquishment obligations.
22.35.7
No area under the Material Licences has been nor could be subject to any mandatory carve out from the scope of the OMLs by the Federal Republic of Nigeria.
22.35.8
No litigation, arbitration or administrative proceedings or investigations of, or before any court, arbitral body or agency have started or threatened in relation to the Material Licences including but not limited to the validity thereof.
22.35.9
No breach of any law or regulation which breach has or is reasonably likely to affect the validity of any of the Material Licences.
22.35.10
There are no rights of Allied Energy Plc or Camac International Nigeria Limited which have or are reasonably likely to have an adverse effect on the performance obligations of the Company under this Agreement.
22.36
Times when representations made
22.36.1
All the representations and warranties in this Clause 22 (other than Clause 22.25) are made by the relevant Obligor on the date of this Agreement.
22.36.2
The Repeating Representations are deemed to be made by the relevant Obligor on the date of each Utilisation Request, on each Utilisation Date, on the first day of each Interest Period, (with respect to the Sales Contract) on each Test Date and on each date any withdrawal is made from the CAPEX Reserve Account.
22.36.3
Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.
23.
INFORMATION UNDERTAKINGS
The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
In this Clause 23:
"Annual Financial Statements" means the financial statements for a Financial Year delivered pursuant to Clause 23.1.1 (Financial statements).
"Quarterly Financial Statements" means the financial statements delivered pursuant to Clause 23.1.2 (Financial statements).

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23.1
Financial statements
The Parent shall supply to the Agent:
23.1.1
(A)    as soon as they are available, but in any event within 75 days after the end of each of its Financial Years, its audited consolidated financial statements for that Financial Year;
(B)
as soon as they are available, but in any event within 270 days after the end of each of its Financial Years the audited financial statements (consolidated if appropriate) of the Company for that Financial Year; and
(C)
as soon as they are available, but in any event within 365 days after the end of each of its Financial Years the audited financial statements of any other Subsidiary for that Financial Year if requested by the Agent; and
23.1.2
as soon as they are available, but in any event within 60 days after the end of each Financial Quarter of each of its Financial Years its consolidated financial statements for that Financial Quarter.
23.2
Requirements as to financial statements
23.2.1
The Parent shall procure that each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement in the same form as submitted by Parent to the United States Securities and Exchange Commission. In addition the Parent shall procure that:
(A)
each set of Annual Financial Statements shall be audited by the Auditors; and
(B)
each set of Quarterly Financial Statements includes a statement forecast in respect of the Group relating to the three month period terminating at the end of the relevant Financial Quarter.
23.2.2
Each set of financial statements delivered pursuant to Clause 23.1 (Financial statements):
(A)
shall be certified by an officer or director of the Parent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the auditors of those Financial Statements and accompanying those Annual Financial Statements; and
(B)
shall be prepared in accordance with the Accounting Principles.
23.2.3
If the Agent, having reasonable concerns about the financial position of the Group, wishes to discuss the financial position of any member of the Group with the auditors of that member of the Group, the Agent may notify the Parent, stating the questions or issues which the Agent wishes to discuss with those auditors. In this event, the Parent must ensure that those auditors are authorised (at the reasonable expense of the Parent):
(A)
to discuss the financial position of the relevant member of the Group with the Agent on request from the Agent; and
(B)
to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.
23.3
Year-end
The Parent shall not change its Accounting Reference Date.

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23.4
Information: miscellaneous
23.4.1
The Parent shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests for information not in electronic form):
(A)
at the same time as they are dispatched, copies of all documents dispatched by each of the Parent and the Company to its shareholders generally (or any class of them) or dispatched by each of the Parent or the Company to its creditors generally (or any class of them);
(B)
promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;
(C)
promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents; and
(D)
promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, or other material provided by either Obligor under this Agreement and an up to date copy of its shareholders' register (or equivalent in its Original Jurisdiction)) as any Finance Party through the Agent may reasonably request.
23.4.2
The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests for information not in electronic form):
(A)
written evidence of any renegotiation of the FPSO Charter fee, if any, and any subsequent communication in relation thereto;
(B)
on an annual basis not later than 31 March of each year, an update of the Reserves Report originally provided on or prior to the first Utilisation Date.  
(C)
as soon as available and in any event no later than 30 days after each Quarter Date:
(1)
the Actual Budget for the preceding Quarter; and
(2)
a reconciliation between the Actual Budget and the Provisional Budget for preceding Quarter.
(D)
no later than the 10th day of each month production reports for each well included in the CAPEX Program for the preceding month.
23.5
Information: Sales Contract
The Company shall:
23.5.1
permit each of the Agent and the Security Agent and any of its officers and agents to have access to and examine at reasonable times and on reasonable notice its minute books and other corporate records, and books of account and financial records, in relation to the Sales Contract, but no more than once every calendar year unless an Event of Default is continuing or the Agent reasonably suspects an Event of Default is continuing;
23.5.2
promptly supply to the Agent copies of all documents relevant to its material obligations and rights under the Sales Contract (including all its delivery obligations and the payment obligations of the Buyer), and notify the Agent of the price of any delivery under the Sales Contract promptly after such price has been determined;

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23.5.3
keep the Finance Parties (via the Agent) regularly informed of all material developments and material progress under the Sales Contract;
23.5.4
notify the Agent of any material default or breach, any termination or suspension of the Sales Contract or of any material dispute or claim in relation to the Sales Contract and deliver to the Agent a copy of all notices received or given by it in connection with the Sales Contract promptly upon receipt or dispatch thereof (including any notice of default and termination, material dispute or claim made against it under the Sales Contract together with details of any action it proposes to take in relation to the same);
23.5.5
(without prejudice to its obligations under Clause 26.3 (Dealings with counterparties)), promptly provide the Agent with a copy of any documents that amend, waive or otherwise vary the terms of the Sales Contract;
23.5.6
from time to time on the Agent’s reasonable request, promptly provide the Agent with such other information relating to the Sales Contract (and its ability to perform its obligations thereunder) as the Agent may reasonably require;
23.5.7
promptly on becoming aware of them, provide the Agent with details of:
(A)
any event or circumstance which is or may be a force majeure event under the Sales Contract; and
(B)
(without prejudice to its obligations under Clause 26.3 (Dealings with counterparties)), the invocation of indemnity provisions by it or the Buyer;
23.5.8
promptly on becoming aware of them, provide the Agent with details of any claim made under:
(A)
any cargo insurance policy relating to the Sales Contract where the claim is for a sum in excess of $5,000,000 (before deductibles);
(B)
any business interruption insurance policy relating to either Obligor, where:
(1)
the claim affects the Sales Contract;
(2)
events giving rise to the claim continue for more than 30 days; and
(3)
the amount of the claim is in excess of $10,000,000 (before deductibles);
23.5.9
deliver to the Agent, promptly upon receipt or dispatch thereof, a copy of any notice relating to:
(A)
the exercise by the Buyer of any rights it may have to reduce the quantities of Crude Oil to be delivered to it; and
(B)
the exercise by the Buyer of any rights it may have to suspend or reject deliveries;
23.5.10
deliver to the Agent, in relation to each delivery of Crude Oil made under the Sales Contract:
(A)
no later than five Business Days after each such delivery is made, a copy of the final commercial invoice issued in respect of such delivery;
(B)
no later than five Business Days after any such delivery is made, copies of all applicable delivery documents (including, but not limited to, all bills of lading and preliminary invoices as required under the terms of the Sales Contract); and
(C)
promptly on request, such other certificates or documents required in connection with the sale or delivery of Crude Oil under the Sales Contract as Agent may reasonably request; and

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23.5.11
deliver to the Agent, no later than the first Business Day of each calendar month a schedule of planned deliveries under the Sales Contract for that calendar month.
23.6
Notification of default
23.6.1
Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
23.6.2
Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
23.7
"Know your customer" checks
23.7.1
If:
(A)
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(B)
any change in the status of an Obligor or the composition of the shareholders of the Company, or in the case of the Parent if CAMAC or PIC changes their level of shareholding, after the date of this Agreement; or
(C)
a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,
obliges the Agent or any Lender (or, in the case of Clause 23.7.1(C) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 23.7.1(C) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in Clause 23.7.1(C) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
23.7.2
Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
23.8
Cover Ratios Certificate
On each Test Date, the Company shall supply to the Agent a Cover Ratios Certificate setting out (in reasonable detail) computations as to compliance with Clause 24.2 (Cover Ratios) as at that Test Date.
23.9
Financial Projection

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23.9.1
The Company shall update the Financial Projection on each Quarter Date. The updated Financial Projection shall be established on the basis of the Assumptions and shall be approved by the Technical Advisor and the Lenders.
23.9.2
The Agent may to the extent it determines necessary following consultation with the Technical Advisor and the Company request that the Company updates the Financial Projection on a date other than a Quarter Date, provided that the Agent may not request that the Company makes such update more than once per calendar quarter.
23.9.3
Any changes to the Financial Projection resulting from the provisions of Clauses 23.9.1 and 23.9.2 above shall be communicated to the Company and the Finance Parties.
24.
COVER RATIOS
24.1
Definitions
In this Clause 24 and to the extent relevant elsewhere in this Agreement,
"CFADS" means, in relation to any period, an amount equal to the projected Gross Revenue projected to be received by the Company for that period less the projected Gross Expenditure projected to be made by the Company for that period.
"Cover Ratios" means each of:
(a)
the Debt Service Cover Ratio; and
(b)
the PXF Life Cover Ratio.
"DSCR Calculation Period" means each Interest Period commencing after the date of this Agreement.
"Debt Service Cover Ratio" means, on any Test Date, the ratio of A to B calculated in accordance with the Financial Projection where:
(a)
"A" is the CFADS for the DSCR Calculation Period commencing on that Test Date plus Cash and Cash Equivalents held on the Facility Accounts (including for the avoidance of doubt, all amounts in the DSRA and other accounts at Zenith over which Security has also been granted in favour of the Security Agent and excluding all amounts in the CAPEX Reserve Account); and
(b)
"B" is the amount of the Debt Service Obligations falling due during that DSCR Calculation Period.
"Debt Service Obligations" means, at any time, in relation to any period:
(a)
each Repayment Instalment falling due during such period; and
(b)
any interest (calculated on the basis of the applicable LIBOR prevailing at the relevant date), and any fees, costs, or expenses falling due under or in connection with this Agreement (but excluding for the avoidance of doubt, amounts falling due or in connection with the Zenith Facility Agreement) during such period.
"PXF Life Cover Ratio" means, on any Test Date, the ratio of A to B calculated in accordance with the Financial Projection where:
(a)
"A" is the CFADS plus Cash and Cash Equivalents held on the Facility Accounts (including for the avoidance of doubt all amounts in the DSRA and other accounts at Zenith over which Security has also been granted in favour of the Security Agent and excluding all amounts in the CAPEX Reserve Account) from the period commencing on such Test Date and ending on the Termination Date; and

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(b)
"B" is the sum of all outstanding principal, interest, fees or any other amounts owed to the Finance Parties under the Finance Documents less amounts in the DSRA.
"Test Date" means, save as otherwise provided in this Agreement:
(a)
each Utilisation Date; and
(b)
each Quarter Date commencing after the first Utilisation Date.
24.2
Cover Ratios
Starting from the first Test Date and for so long as any amount is outstanding under the Finance Documents or any Commitment is in force the Company shall ensure that:
24.2.1
the Debt Service Cover Ratio is equal to or greater than 1.2:1; and
24.2.2
the PXF Life Cover Ratio is equal to or greater than 1.2:1.
24.3
Top-Up
If at any Test Date a Cover Ratio is less than 1.2:1 but is more than 1.0:1 the Company shall, within 10 Business Days (the "Top-Up Period") prepay the relevant portion of the Utilisations in accordance with Clause 9.2 (Voluntary prepayment), provided that the minimum notice period for the prepayment shall be 10 Business Days and no minimum amount requirement shall apply, so as to ensure that the relevant Cover Ratio, if retested as at the relevant Test Date, but taking account of the actions above, would be in compliance with Clause 24.2 (Cover Ratios), as tested by reference to a Cover Ratios Certificate delivered by the Company to the Agent not later than the last day of the Top-Up Period.
25.
GENERAL UNDERTAKINGS
The undertakings in this Clause 25 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
Authorisations and compliance with laws
25.1
Authorisations
Each Obligor shall promptly:
25.1.1
obtain, comply with and do all that is necessary to maintain in full force and effect; and
25.1.2
supply certified copies to the Agent of:
(A)
any Authorisation required under any law or regulation of a Relevant Jurisdiction to:
(1)
enable it (or in the case of the SBSA Guarantee, The Standard Bank South Africa Limited) to perform its obligations under the Transaction Documents;
(2)
ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document to which it is a party; and
(3)
carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect; and
(B)
any Material Licence.
25.2
Compliance with laws

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Each Obligor shall (and the Parent shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.
25.3
Compliance with Production Sharing Contract
Each Obligor shall comply with the terms of the Production Sharing Contract and shall do all that is necessary to maintain it in full force and effect.
25.4
Compliance with Material Licences
Each Obligor shall comply with the terms of the Material Licences and shall procure that Allied Energy Plc and Camac International Nigeria Limited shall promptly comply with the terms thereof and shall do all that is necessary to maintain the Material Licences in full force and effect.
25.5
Environmental compliance
Each Obligor shall (and the Parent shall ensure that each member of the Group will):
25.5.1
comply with all applicable Environmental Law;
25.5.2
obtain, maintain and ensure compliance with all requisite Environmental Permits; and
25.5.3
implement procedures to monitor compliance with and to prevent liability under any applicable Environmental Law,
where failure to do so has or is reasonably likely to have a Material Adverse Effect.
25.6
Environmental claims
Each Obligor shall promptly upon becoming aware of the same, inform the Agent in writing of:
25.6.1
any Environmental Claim against any member of the Group which is current, pending or threatened; and
25.6.2
any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,
where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.
25.7
Anti-corruption law
25.7.1
No Obligor shall (and the Parent shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the FCPA or other similar legislation in other jurisdictions, or Buyer's code of conduct as at the date hereof.
25.7.2
Each Obligor shall (and the Parent shall ensure that each member of the Group and their respective affiliates, officers and directors will):
(A)
comply with and conduct its businesses in compliance with applicable anti-corruption laws; and
(B)
maintain policies and procedures designed to promote and achieve compliance with such laws.
25.7.3
It will maintain proper and accurate books, records and accounts which accurately and fairly reflect any and all payments made, expenses incurred, and assets disposed of, in connection with the Facility. It will maintain such books and records for five years following termination of the Facility, or any such longer period as may be required by the law applicable to such Party.

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25.7.4
It warrants not to use any of the proceeds of any payment made under this Facility, directly or indirectly, for the purpose of, or in connection with, any Corrupt Act.
25.7.5
It will not make any payment to a Public Official that would be considered a facilitating payment, a grease payment, or any similar type of payment while fulfilling its responsibilities and obligations hereunder.
25.8
Taxation
25.8.1
Each Obligor shall (and the Parent shall ensure that each member of the Group will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:
(A)
such payment is being contested in good faith;
(B)
adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 23.1 (Financial statements); and
(C)
such payment can be lawfully withheld.
25.8.2
No member of the Group may change its residence for Tax purposes.
Restrictions on business focus
25.9
Merger
No Obligor shall (and the Parent shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a Permitted Transaction or a Permitted Disposal.
25.10
Change of business
The Parent shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group taken as a whole from that carried on by the Group at the date of this Agreement.
25.11
Acquisitions
25.11.1
Except as permitted under Clause 25.11.2 below, no Obligor shall (and the Parent shall ensure that no other member of the Group will):
(A)
acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or
(B)
incorporate a company.
25.11.2
Clause 25.11.1 above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:
(A)
a Permitted Acquisition; or
(B)
a Permitted Transaction.
Restrictions on dealing with assets and Security
25.12
Preservation of assets
Each Obligor shall (and the Parent shall ensure that each other member of the Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or advisable in the conduct of its business other than in respect of a Permitted Transaction or a Permitted Disposal.

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25.13
Pari passu ranking
Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.
25.14
Negative pledge
In this Clause 25.14, "Quasi-Security" means an arrangement or transaction described in Clause 25.14.2 below.
Except as permitted under Clause 25.14.3 below:
25.14.1
No Obligor shall (and the Parent shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
25.14.2
No Obligor shall (and the Parent shall ensure that no other member of the Group will):
(A)
sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor;
(B)
sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(C)
enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(D)
enter into any other preferential arrangement having a similar effect,
in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
25.14.3
Clauses 25.14.1 and 25.14.2 above do not apply to any Security or (as the case may be) Quasi-Security, which is:
(A)
Permitted Security; or
(B)
a Permitted Transaction.
25.15
Disposals
25.15.1
Except as permitted under Clause 25.15.2 below, no Obligor shall (and the Parent shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
25.15.2
Clause 25.15.1 above does not apply to any sale, lease, transfer or other disposal which is:
(A)
a Permitted Disposal; or
(B)
a Permitted Transaction.
25.15.3
Notwithstanding the above, no Obligor shall dispose of any Working Interest.
25.16
Arm's length basis
25.16.1
Except as permitted by Clause 25.16.2 below, no Obligor shall (and the Parent shall ensure that no other member of the Group will) enter into any transaction with any person except on arm's length terms and for full market value.
25.16.2
The following transactions shall not be a breach of this Clause 25.16:
(A)
intra-Group loans permitted under Clause 25.17 (Loans or credit);

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(B)
fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) or agreed by the Agent; and
(C)
any Permitted Transaction.
Restrictions on movement of cash - cash out
25.17
Loans or credit
25.17.1
Except as permitted under Clause 25.17.2 below, no Obligor shall (and the Parent shall ensure that no other member of the Group will) be a creditor in respect of any Financial Indebtedness.
25.17.2
Clause 25.17.1 above does not apply to:
(A)
a Permitted Loan; or
(B)
a Permitted Transaction.
25.18
No Guarantees or indemnities
25.18.1
Except as permitted under Clause 25.18.2 below, no Obligor shall (and the Parent shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.
25.18.2
Clause 25.18.1 does not apply to a guarantee which is:
(A)
a Permitted Guarantee; or
(B)
a Permitted Transaction.
Restrictions on movement of cash - cash in
25.19
Financial Indebtedness
25.19.1
Except as permitted under Clause 25.19.2 below, no Obligor shall (and the Parent shall ensure that no other member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.
25.19.2
Clause 25.19.1 above does not apply to Financial Indebtedness which is:
(A)
Permitted Financial Indebtedness; or
(B)
a Permitted Transaction.
Miscellaneous
25.20
Insurance
25.20.1
Each Obligor shall (and the Parent shall ensure that each other member of the Group will) maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.
25.20.2
All insurances must be with reputable independent insurance companies or underwriters.  
25.21
Access
If a Default is continuing or the Agent reasonably suspects a Default is continuing, each Obligor shall, and the Parent shall ensure that each other member of the Group will, permit the Agent and/or the Security Agent and/or accountants or other professional advisers and contractors of the Agent or Security Agent free access, upon at least three Business Days’ notice to the Parent at normal business hours and, subject to compliance by such persons

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with relevant health and safety rules of the Parent/and or the Company (as applicable) at the risk and reasonable cost of the Parent to (a) the premises, assets, books, accounts and records of the Parent and/or the Company and (b) meet and discuss matters with senior management of the Obligors.
25.22
Treasury Transactions
No Obligor shall (and the Parent shall ensure that no other member of the Group will) enter into any Treasury Transaction, other than:
25.22.1
hedging transactions for the purpose of hedging the types of liabilities and/or risks that, at the time of entry into that hedging transaction, which are approved by the Agent;
25.22.2
spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes; and
25.22.3
any Treasury Transaction entered into for the hedging of actual or projected real exposures (including in respect of petroleum prices) arising in the ordinary course of trading activities of a member of the Group and not for speculative purposes, which are approved by the Agent.
25.23
Stamping and Registration
The Company shall promptly and in any case no later than 30 days after the date of this Agreement proceed to the following formalities:
25.23.1
stamping the Finance Documents at the Nigerian Stamp Duties Office of the Federal Inland Revenue Service; and
25.23.2
registering the Finance Documents at the Nigerian Corporate Affairs Commission;
25.23.3
providing the Agent with a duly issued receipt of the Stamp Duties Office for the value stamped under Clause 22.9 above within 3 Business Days; and
25.23.4
providing the Agent with duly issued certificate of registration from the Nigerian Corporate Affairs Commission within 5 Business Days.
25.24
Financing Support Agreement
The Parent shall not without the prior written consent of the Agent:
25.24.1
rescind, amend, vary or waive (or agree to or permit any amendment to, or variation or waiver of) any term of the Financing Support Agreement except as required or as expressly allowed by the Finance Documents.
25.24.2
consent to the transfer by a counterparty of any of its rights, title or interest in, or its obligations under, the Financing Support Agreement.
25.25
Capital expenditure
25.25.1
Subject to Clause 25.26.2 below, the Company must not incur any capital expenditure, other than in accordance with the CAPEX Program.
25.25.2
To the extent the Parent receives proceeds from the issuance of equity and remits such proceeds to the Company or to the extent that excess amount remain on the Zenith Account in accordance with clause 6.2.3 of the Override Deed, the Company may incur capital expenditure financed by such proceeds for exploration drillings without regard to the restriction set out in Clause 25.25.1 above.
25.26
Petroleum won and saved

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25.26.1
Each Obligor will ensure that all Petroleum won and saved which it is entitled to lift is dealt with in accordance with good commercial practice and is sold pursuant to the Sales Contract.
25.26.2
The Company shall provide the Agent with written details on pricing relating to its Petroleum sales.
25.27
Good oilfield practice
Each Obligor will ensure that it undertakes all activities in a good and workmanlike manner in accordance with good oilfield practice and all applicable agreements, laws, licences, rules and regulations in all material respects.
25.28
FPSO Charter fee
The Company shall not amend or renegotiate the FPSO Charter fee other than for the purpose of the satisfaction of the condition precedent listed in paragraph 8.6 of Schedule 2 (Conditions precedent to initial Utilisation) or with the prior written consent of the Agent.
25.29
Further assurance
25.29.1
Each Obligor shall (and the Parent shall procure that the Company shall) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):
(A)
to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents as in effect at Financial Close or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents as in effect on Financial Close or by law; and/or
(B)
to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.
25.29.2
Each Obligor shall (and the Parent shall procure that each other member of the Group will) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.
25.30
Group contractors
25.30.1
The Company undertakes to implement an established due diligence process when selecting contractors for the development of the OMLs:
(A)
all contracts awarded by the Company for the development of the OMLs shall include appropriate anti-corruption representations; and
(B)
each Lender shall have the right to audit each Obligor's contracts with its contractors in connection with the development of the OMLs in order to ensure that they include appropriate anti-corruption provisions and verify other potential elements of interest, such as the method of payment of the contractors.
25.31
Compliance with Sanctions
25.31.1
Each Obligor shall and shall ensure that each other member of the Group shall:
(A)
comply in all respects with all applicable Sanctions;

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(B)
not, and shall not permit or authorise any other person, directly or indirectly, to use, lend, make payments of, or otherwise make available, all or any part of the proceeds of the Facility:
(1)
in connection with any trade, business or other activities with or for the benefit of any Sanctioned Person;
(2)
in any other manner that could result in any member of the Group or a Finance Party being in breach of any Sanctions, being subject to any penalties or restrictive measures being imposed pursuant to Sanctions or being designated as a Sanctioned Person;
(3)
in connection with any trade, business or other activities in countries as are subject to trade sanctions imposed by a Sanctions Authority and are notified by the Agent to the Company from time to time;
(C)
not use any revenue or benefit derived from any activity or dealing with a Sanctioned Person, or from any trade, business or other activities in the countries referred to in Clause 25.31.1(B)(3), to discharge any obligation due to a Finance Party;
(D)
to the extent permitted by law, promptly upon becoming aware of them, provide to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority; and
(E)
maintain in effect policies and procedures reasonably designed to ensure compliance by it with applicable Sanctions.
25.32
Condition subsequent
25.32.1
The Obligors undertake to provide to the Agent a duly executed copy of the FPSO Charter Amendment Agreement within 3 months of the signing date of this Agreement.
25.32.2
The Obligors undertake to provide to the Agent a copy of (i) any environmental and social impact assessment or environmental and social impact assessment or other reports or permits when required by the DPR and (ii) any other document reasonably required by the Agent for it to comply with its environmental social responsibility monitoring policy (including any document to be produced by a third party consultant) no later than 3 months following Financial Close, at the reasonable cost of the Company.
    


26.
SALES CONTRACTS UNDERTAKINGS
The undertakings in this Clause 26 are given in relation to the Sales Contract and remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
26.1
Compliance with the Sales Contract
The Company shall:
26.1.1
comply in all material respects with its obligations under the Sales Contract in the manner and at the times provided for therein;

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26.1.2
use its best efforts to procure that the Buyer duly complies in all material respects with its payment and other material obligations under the Sales Contract in the manner and at the times provided for therein (and in accordance with the directions of the Agent or the Security Agent from time to time given pursuant to the terms of the Finance Documents); and
26.1.3
not take or omit to take any action that might result in:
(A)
any default on any of its payment, delivery and other material obligations under the Sales Contract;
(B)
any right to terminate the Sales Contract becoming exercisable by the Buyer; or
(C)
any counterclaim or right of set off arising under the Sales Contract other than any set-off under the Sales Contract that occurs prior to an Event of Default that is continuing, and in the ordinary course of trading as part of the settlement of final invoices for deliveries made thereunder.
26.2
Pursuit of remedies
Subject to any provision of the Finance Documents to the contrary, the Company shall, and always in accordance with good business practice, diligently pursue any remedies available to it in respect of any breach or claim arising in relation to the Sales Contract.
26.3
Dealings with counterparties
The Company shall not without the prior written consent of the Agent:
26.3.1
in respect of any matter under the Sales Contract that, pursuant to the terms of the Sales Contract, falls to be decided by mutual agreement of the parties thereto, negotiate or agree such matter except in accordance with the instructions of the Agent or the Security Agent, other than in respect of any minor administrative or technical matters or matters required by the parties thereto to improve the practical performance of their obligations under the Sales Contract, provided further that:
(A)
such matters do not relate to the financial obligations of the parties under the Sales Contract or vary or have the effect of varying the Sales Contract; and
(B)
the Agent or the Security Agent is notified of such matters as soon as reasonably practicable;
26.3.2
rescind, amend, vary or waive (or agree to or permit any amendment to, or variation or waiver of) any term of the Sales Contract except as required or as expressly allowed by the Finance Documents, provided that the parties thereto may agree to immaterial amendments to and waivers of the Sales Contract where such amendments or waivers relate to minor administrative or technical matters or matters required by the parties to the Sales Contract to improve the practical performance of their obligations under the Sales Contract, provided further that:
(A)
such matters are not prejudicial to the interests of the Lenders under the Finance Documents and do not relate to the payment obligations of the parties under the Sales Contract or vary or have the effect of varying the Sales Contract; and
(B)
such amendments or waivers are notified to the Agent or the Security Agent as soon as reasonably practicable;
26.3.3
consent to the transfer by a counterparty of any of its rights, title or interest in, or its obligations under, the Sales Contract;

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26.3.4
consent to any act or decision by a counterparty that might constitute a breach of the Sales Contract or otherwise adversely affect any rights of the Finance Parties thereunder or in relation thereto;
26.3.5
make or agree to any claim that the Sales Contract is frustrated or permit or agree to the cancellation, suspension, rescission, repudiation or other termination of the Sales Contract or accept any material breach thereof or default thereunder as repudiatory; or
26.3.6
seek relief from performance of its payment, delivery or other material obligations under the Sales Contract whether under any force majeure, time limit for claims or any other provision.
26.4
Payments under Sales Contract
26.4.1
The Company shall ensure that each payment made to it under the Sales Contract is
(A)
made in dollars;
(B)
credited to the Zenith Account; and
(C)
unless specifically approved by the Agent on the instructions of the Majority Lenders and subject to the Zenith Finance Documents and the Override Deed, free and clear of any set off, deduction, counterclaim or condition.
26.5
Deliveries under Sales Contract
The Company shall:
26.5.1
make all deliveries under the Sales Contract directly to the place specified for such deliveries in the Sales Contract (or in directions given pursuant to the Sales Contract), and in accordance with the delivery schedule set out therein; and
26.5.2
ensure that the aggregate quantities of Crude Oil delivered and scheduled to be delivered under the Sales Contract are at all times sufficient to ensure that the obligations under Clause 24.2 (Cover Ratios) are complied with.
26.6
Fair market price
The Company shall ensure that the price (including any applicable discount) charged and payable for each delivery of Crude Oil under the Sales Contract pursuant to the terms thereof is on arm's length terms and reflects and will reflect the fair market price for Crude Oil.
26.7
Sales Contract failure
26.7.1
If:
(A)
on any date the Sales Contract is varied without the consent of the Agent;
(B)
the representations set out in Clause 22 (Representations) in relation to the Sales Contract are not true in any material respect; or
(C)
the Company is in breach of its obligations in relation to the Sales Contract under Clause 26.1 (Compliance with the Sales Contract) to (and including) Clause 26.6 (Fair market pric