Special Business Terms

1. Scope of the Framework Agreement

1.1 "Contract" means an agreement between the Parties under the Framework Agreement concerning trading in currency and financial instruments, as well as agreements on options, forwards and swaps on interest rates, currency, financial instruments, indices and commodities, including agreements on financial instruments that are at any time covered by the Norwegian Securities Trading Act § 2-2 (1) nos. 1 and 4.

DNB will send the Customer a confirmation ("the Confirmation") for each Contract, cf. clause 2 below.

1.2 Unless otherwise agreed in writing between the Parties, the Framework Agreement shall apply to Contracts already entered into, and Contracts to be entered into in the future.

2. Entering into contracts - confirmation

2.1 When a Contract is entered into by telephone or in another non-written manner, the Contract is binding from that point in time and not only when the Confirmation is subsequently sent or received. DNB is obliged to make audio recordings of telephone conversations. Recordings may be used to document the content of a Contract entered into by telephone.

2.2 Each Contract shall be confirmed immediately by letter, fax, SWIFT, electronically or in any other manner the Parties may agree in writing. If the Confirmation is not received, the Customer must contact DNB immediately.

When the Customer receives the Confirmation, the Customer must immediately check that it is in accordance with the Contract entered into and without undue delay raise any discrepancies. If the Customer does not raise objections, the Customer may be bound by the Confirmation even if it does not correspond to the terms agreed upon at the time of entering into the Contract. Confirmations that are to be signed by the Customer must be signed immediately upon receipt and returned to DNB.

3. Payments

3.1 On the payment date, the Parties must pay to each other the amounts specified in the Confirmation, to the agreed bank account. With the exception of set-off in accordance with clause 4.1, payment must be made without the Customer being able to assert any form of deduction, possessory lien or set-off.

4. Set-off and security

4.1 If one of the Parties ("x") defaults on its obligations under the Framework Agreement, the other party ("y") has the right to set off any claim y has against x under the Framework Agreement against any claim x has against y, see also the Norwegian Securities Trading Act section 14-2. This also applies if the claims are in different currencies or are not yet due. For set-off in claims with different currencies, the claims must be converted to NOK according to DNB's applicable exchange rates at any given time.

4.2 If a guarantee or pledge has been agreed for obligations under the Framework Agreement, this will be set out in a separate agreement or separate guarantee or pledge agreement.

5. Default

5.1 Default is deemed to occur if

• (i) The Customer does not deliver the agreed performance or does not pay the agreed amount on time for a Contract entered into under the Framework Agreement;
• (ii) The Customer defaults on any other obligation or contract in relation to DNB.

5.2 Material breach is deemed to exist if:

• (i) There is a breach as mentioned under point 5.1 and the matter has not been rectified within two banking days after the Customer has been made aware of the matter;
• (ii) The Customer becomes insolvent, initiates debt negotiations of any kind, suspends its payments or is subject to bankruptcy proceedings or public administration, or attachment is made against the Customer's assets;
• (iii) There occurs a material deterioration in the Customer's financial position which is likely to impair the Customer's ability to fulfil its obligations under the Framework Agreement and the Customer, within a reasonable period set by DNB, has not provided DNB with sufficient security for the Customer's performance of Contracts running under the Framework Agreement;
• (iv) The Customer ceases its business operations or substantial parts thereof or the Customer loses a licence, permit or similar which is necessary for the Customer's business operations;
• (v) The Customer dies, or is placed under guardianship or another event occurs which means that the Customer cannot fulfil its responsibility for Contracts under the Framework Agreement; or
• (vi) The Customer has provided DNB with incorrect or incomplete information about any matter of material significance to the Framework Agreement, including the Customer's financial position.

5.3 In the event of breach, DNB has the immediate right to (i) withhold any performance DNB owes the Customer as security for any obligation the Customer has vis-à-vis DNB;

5.4 In the event of material breach, in addition to the powers mentioned under 5.3, DNB has the right to

• (i) Not regard unexecuted missions or orders as cancelled;
• (ii) Execute on the Customer's account and risk what DNB deems necessary to cover or reduce losses or liabilities arising from Contracts entered into with the Customer, including carrying out full or partial buy-ins and/or sell-out pre-advice notice on the Customer's account and risk;
• (iii) Make counter claims, cf. clause 4.

5.5 Any hedging transactions must be carried out at rates that are reasonable given market conditions.

5.6 The Customer is liable and must hold DNB harmless for losses, expenses and liabilities of any kind incurred by DNB as a direct or indirect consequence of default or breach of regulations, including mark-to-market losses on hedging transactions, accrued interest and late payment interest, fees and expenses for DNB's internal and external legal assistance. Such documented losses, expenses and liabilities must be paid upon demand for payment.

6. Termination of the framework agreement

6.1 Either Party may terminate the agreement in writing without prior notice. If a Party has terminated the Framework Agreement, no new Contracts may be entered into. The Framework Agreement must remain in force for unsettled Contracts and until all obligations and rights governed by the Framework Agreement have been fulfilled.

7. Miscellaneous provisions

7.1 The Customer may not transfer any right or obligation under the Framework Agreement to others without DNB's written consent.

7.2 Neither Party shall have an obligation to enter into any Contract under the Framework Agreement.

7.3 In the event that one or more provisions of the Framework Agreement should in any way be found invalid, unlawful or unenforceable, this shall not affect the remaining provisions under the agreement.

7.4 Otherwise, DNB Carnegie's general terms and conditions and guidelines for order execution in financial instruments apply as these are available at any time on Our overview page with prices and terms.

8. Governing Law

8.1 The Framework Agreement, the Contracts and Confirmations are governed by Norwegian law and the Parties agree to Oslo as the legal venue.

The framework agreement is dated, signed and issued in two copies, of which the Parties retain one each.