AGREEMENT REGARDING INTEREST EQUALISATION AND HEDGING FOR EKSPORTFINANS'S BORROWING AND LENDING COMMITMENTS (THE 108 AGREEMENT)

Exhibit 4.1

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

AGREEMENT REGARDING INTEREST EQUALISATION AND HEDGING FOR
EKSPORTFINANS’S BORROWING AND LENDING COMMITMENTS
(THE 108 AGREEMENT)

This agreement is entered into between the Ministry of Trade and Industry (the Ministry) and Eksportfinans ASA (Eksportfinans). The Ministry hereby acquires all rights and obligations of the Ministry of Finance in accordance with the agreement of 30 June 1978 between the Ministry of Finance and Eksportfinans.

The agreement shall facilitate borrowing and lending for Eksportfinans within the framework of the export credit system based on Storting Proposition [parliamentary bill] no. 108 (1977-78) and later annual parliamentary resolutions (the 108 Agreement).

The purpose of the 108 Agreement is to offer Norwegian exporters of goods a competitive export credit system.

Borrowing shall be arranged with the object of obtaining a balance between borrowing and lending commitments in each currency. In order to reduce the currency and interest risk between borrowing and lending, Eksportfinans may enter into currency and interest rate hedging. The purpose of obtaining a balance between the borrowing and the lending structure must nevertheless be weighed against the costs in connection with currency and interest hedging.

Each borrowing shall be approved by the Ministry upon advice from the Ministry of Finance. All correspondence in connection with each borrowing shall be forwarded in a copy to the Debt Department of the Ministry of Finance. Eksportfinans shall keep the Ministry currently informed about the borrowing procedures.

The 108 Agreement shall use Norwegian kroner, Euros and US dollars as its main borrowing currencies. The Ministry may approve other main currencies.

The reference interest for borrowing is [*]%, which is Eksportfinans’s borrowing costs under the 108 Agreement.

One-time costs in connection with borrowing shall be covered by Eksportfinans by up to [*]% of the loan volume. One-time costs exceeding [*]% shall be covered by the Ministry of Finance, cf. § 13 c.

Based on the balance for each borrowing, the reference interest for borrowing provided in § 3 and all estimated non-recurring costs, a repayment scheme shall be prepared for interest amounts and instalments (converted to Norwegian kroner, if applicable) which shall be

covered by Eksportfinans during the loan’s term. Any imbalance between the actual payments related to the payment of the loan and each amount in the repayment scheme (converted to Norwegian kroner, if applicable) shall be debited or credited to the settlement account as described in § 13. Any currency balance shall be converted to Norwegian kroner in accordance with market rates and the principles provided in § 12.

The Ministry will cover the balance if Eksportfinans’s realised borrowing costs converted to Norwegian kroner for each borrowing exceed the reference costs for each borrowing, cf. § 3. Eksportfinans also undertakes to transfer any profit to the Ministry if the realised borrowing costs are lower than the reference costs for each borrowing. The proceedings in connection with the transfer of positive and negative balance to the settlement account are provided in §13.

Any financing under this agreement may in principle be carried out for contracts regarding export of financial instruments within such definitions and rules as are practised at all times by the Guarantee Institute for Expert Credit. No shipping and fishing boat deliveries falling under Chapter 996 Support to shipbuilding in the Ministry’s current budget shall be covered by the 108 Agreement. The Ministry may either decide that certain deliveries shall not be covered under the 108 Agreement or that the 108 Agreement shall be extended to cover all types of deliveries.

The application of the 108 Agreement must be in accordance with the international agreements and understandings to which Norway is a party. If Eksportfinans should doubt whether the agreement is managed in accordance with international agreements and arrangements to which Norway is a party, Eksportfinans shall contact the Ministry in order to clarify whether the transaction can be completed.

The decisions regarding lending in this agreement are in accordance with the rules in the OECD Consensus Agreement (the Consensus Agreement), including the rules on minimum interest.

Eksportfinans may offer loans under the 108 Agreement on CIRR terms. Eksportfinans shall ensure that loans on CIRR terms are normally granted in other countries which are parties to the Consensus Agreement for the same type of delivery. If the loan shall be part of a mixed credit, NORAD (The Directorate for Foreign Aid) shall ensure competition.

With the Ministry’s approval Eksportfinans may, in some cases and in accordance with a restrictive practice, grant loans on better terms than the said most-favoured terms.

If the CIRR interest on the date of NORAD’s lending commitment exceeds 10%, NORAD shall be consulted regarding a possible distribution of costs between the 108 Agreement and the foreign aid budget.

The 108 Agreement has no financial limits for the total engagement. Thus, all contracts falling under the set of rules will be entitled to financing. The Ministry may provide guidelines for each amended lending commitment under the 108 Agreement.

Eksportfinans shall decide whether separate loans shall be granted. Eksportfinans may grant loans in Norwegian kroner and in a foreign currency.

The reference interest for lending is [*]% which is Eksportfinans’s lending interest under the 108 Agreement.

Eksportfinans may charge the borrowers with direct costs accrued in connection with the drafting of loan agreements.

In accordance to what is stated in §§ 7 and 13, as well as the lending amount, Eksportfinans shall for each lending prepare a repayment scheme for interest amounts and instalments (converted to Norwegian kroner, if applicable) for the entire term. Any balance between the amounts in the repayment scheme and the realised payments (converted in Norwegian kroner, if applicable) shall be debited or credited to the settlement account as described in § 13. Any currency balance shall be converted to Norwegian kroner in accordance with market rates and the principles provided in § 12.

The Ministry will cover the balance if Eksportfinans’s realised lending costs (when the payments are converted to Norwegian kroner) are lower than the payments which Eksportfinans should have received according to the specifications in the repayment scheme. Eksportfinans shall cover the balance if the actual repayments exceed the specifications in the repayment scheme. The procedures in connection with registration of positive and negative balance on the settlement account are provided in § 13.

Breach by the borrower shall not be covered by the 108 Agreement. Payments in the form of settlement of claims shall be handled as ordinary payments from the borrower, cf. § 9.

If a guarantee cannot be fulfilled in connection with a breach, Eksportfinans shall cover the loss.

When placing the 108 Agreement’s liquidity, Eksportfinans shall be credited with an interest of [*]% per annum.

Eksportfinans decides on the placement of the liquidity. Any liquidity shall as a main rule be placed in the 108 Agreement’s main currencies.

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