Bevis 22
Fra: Hans Peder Bjerke
Sendt: 2. mai 2009 18:43
Til: 'Chris Woolhouse'
Kopi: Richard Sjøqvist; Andrew Baird; Russell Johnston; Peter Gjessing; Hans Eirik Olav
Emne: SV: Thule Correspondence
Dear Chris,
Reference is made to your below e-mail with enclosures which was copied to the undersigned.
1. As to a possible meeting with the Instructing Bondholders, Thule is open to meet with the Instructing bondholdrs in Oslo or in Dubai. We fail to undershand the repeated demand of the Instructing
Bondholders that such a meeting has to take place in New York, unless it is an attempt to provide for
US jurisdiction over the subject matter. Please explain why the Instructing Bondholders are not willing to meet in Oslo or Dubai.
2. Please explain why movement of Thule Power to QGM would compromize the security in the rig, i.e. the registered mortgages, and why the Instructing Bondholders have previously also rejected movement of the rig to any other yard.
3. We appreciate that the Instructing Bondholdres are open for a meeting with Royal Oyster, which preferably should take place in Dubai. We realize that the bondholders as such has not consented to the agreements between Thule and Royal Oyster, but this may not apply to some or all of the
Instructing Bondholders. As to re documentation of the agreements between Thule and Royal Oyster, we disagree that any such re documentation is needed. The contracts are governed by Swedish law and they are adequate for their purposes and should not be attempted re-documented or renegotiated in a deteriorating market. Accordingly, the bondholders should accept the agreements as they are.
4. As to the charter party being negotiated between Royal Oyster and Chevron, your concerns, including the creditworthiness of the entity in question and parent company guarantees etc., should be discussed with Royal Oyster which has similar interests in that respect. Hence, the suggested meeting in Dubai. As to your request for security in the earnings under the charter party between Royal Oyster and Chevron, you are in fact asking for Royal Oyster to provide security for Thule's debt to the bondholders, i.e. a renegotiation of the agreements between Thule and Royal Oyster. As the commercial terms of the agreements are good and the market is deteriorating, an attempt to renegotiate the agreements should be avoided. Whatever requests Chevron may make remains to be seen.
5. Thule has offered insight in the documentation in its posession relative to the negotiations between
Royal Oyster and Chevron, but has so far not received any response to the proposed confidentiality agreement relating thereto.
6. On behalf of Thule we reiterate the willingness to meet representatives of the Instructing
Bondholders in Oslo or Dubai.

7. Finally, please remember that the loan agreements are governed by Norwegian law and that the mortgagee has a duty of care in relation to the borrower and the mortgagors, cf. Rt. 1990 at p. 94, where the supreme court stated the following:
Høyesterett har allerede i sin plenumsdom i Rt-1915-435 lagt til grunn at en panthaver som går til realisasjon av sitt pant, har plikt til å vise aktsomhet så det ikke unødig påføres eieren tap, og at domstolene for å sikre eieren mot slikt tap vil kunne fravike det oppgjør som ellers ville ha fulgt av reglene for tvangsauksjon. Siden den gang har det i stigende grad blitt fastslått i vår rett at det skal være en rimelig balanse mellom det man erverver og det man yter ved de enkelte avtaler i et marked. Jeg viser til den utvikling som på formuerettens område har gitt seg utslag i avtaleloven § 36. Spesielle hensyn gjør seg imidlertid gjeldende ved tvangsfullbyrdelse. Jeg går ikke nærmere inn på hvor langt prinsippet i avtaleloven § 36 kan få anvendelse ved tvangsauksjon. For jeg antar under enhver omstendighet at den praksis som har utviklet seg i forhold til tvangsfullbyrdelsesloven § 143 annet ledd og §
158 tredje ledd, med den vidtgående tilsidesettelsen av eiernes interesser i strid med lovens formål og forutsetninger, må anses som et misbruk av den formelle rett når denne praksis gir seg utslag i et så klart økonomisk misforhold som i denne sak.
In its plenary judgment published in the Supreme Court Report Rt-1915-435 , the Norwegian Supreme Court has already ruled that a lienholder who forecloses on the lien has a duty of care to ensure that the owner of the liened asset does not suffer unnecessary loss, and that the courts, to protect the owner against such loss, may waive the settlement which would otherwise have resulted from the rules governing enforced sales. Since then our legislation has increasingly stipulated that there must be a reasonable balance between performance and consideration with respect to the individual contracts in a market. I refer to the developments which, in the area of property law, find expression in Section 36 of the Contracts Act. Particular considerations apply, however, in the case of legal enforcement. I will not discuss in detail the extent to which the principle expressed in Section 36 of the Contracts Act can be applied with respect to enforced sales. For I assume that, under any circumstance, the practice that has developed with respect to
Section 143, paragraph 2 and Section 158, paragraph 3 of the Enforcement
Act, with its far-reaching disregard for owners’ interests in contravention of the act’s purpose and underlying premises, must be deemed an abuse of the formal requirements of the law, when this practice results in such a clear financial imbalance as in this case. ( unofficial translation)
Please see this quote in relation to the demands of the bondholders, first of of 90% of the equity in
Thule and later 50% , both in addition to repayment of the loan in full with interest and costs , and their failure to consent to the agreements to which there is no viable alternative. Norsk Tillitsmann ASA, on behalf of the bondholders, received copies of the agreements on 22 December 2008, but no meaningful comments thereto was given before the subject board approvals were due to be lifted. The demands of the bondholders represents an abuse of their contractual rights and their failure to consent to the agreements between Thule and Royal Oyster, to which there is no viable alternative, represents a disregard of the borrower and mortgagor's interests to which the bondholders have a duty of care.

Med vennlig hilsen / Best regards for Gram, Hambro & Garman Advokatfirma AS
Hans P. Bjerke
Partner advokat/attorney
Switchboard: (+47) 22 94 14 20
Mobile: (+47) 91759246
Facsimile: (+47) 85 02 94 43
Direct e-mail: hpb@ghg.no
W: www.ghg.no
Rådhusgaten 5b
0151 Oslo
Norway
GRAM, HAMBRO & GARMAN ADVOKATFIRMA AS Org.nr. 980 407 543 MVA
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Fra: Chris Woolhouse [ mailto:Chris.Woolhouse@blplaw.com
]
Sendt: 2. mai 2009 09:58
Til: Peter Gjessing; Hans Eirik Olav
Kopi: Ola Nygård; Richard Sjøqvist; Hans Peder Bjerke; Andrew Baird; Russell Johnston
Emne: Thule Correspondence
Please find attached two letters that will be sent to you in hard copy on Tuesday. The first letter is a response to Hans Erik Olav's e-mail of April 29th.
<<DVComparison_#9273846v2_Legal_ - Letter to Thule Drilling - HEO response.-
#9273846v2_Legal_ - Letter to Thule Drilling - HEO response..pdf>>
The second letter responds to a letter from Royal Oyster to Thule which was forwarded to Norsk
Tillitsmann and subsequently on to ourselves.

<<DVComparison_#9271099v4_Legal_ - Letter to Thule Drilling - Royal Oyster response.-
#9271099v4_Legal_ - Letter to Thule Drilling - Royal Oyster response..pdf>>
Rgds
Chris Woolhouse | Berwin Leighton Paisner LLP
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