Prosafe Rigs Limited

THE PRINCIPAL AMOUNT NOT EXCEEDING US$14 0,200,001 DUE OR TO BECOME DUE FROM PROS AFE RIGS AS TO THE CHARGEE

AN AGGREGATE PRINCIPLE AMOUNT NOT EXCEED ING US DOLLARS $50,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM SAFE R IGS AS (THE BORROWER) TO THE BANKS (AS D EFINED) UNDER A LOAN FACILITY AGREEMENT DATED 28/08/2000 AND THE HEDGING INSTRU MENT (AS DEFINED)

All monies

All monies

All monies

AN AMOUNT NOT EXCEEDING THIRTY FIVE MILL ION DOLLARS ($35,000,000) ON THE TERMS A ND SUBJECT TO THE CONDITIONS SET OUT IN A LOAN AGREEMENT DATED 27TH JANUARY 1999 (THE LOAN AGREEMENT) AND ALL OTHER SUMS OF ANY NATURE,INCLUDING COSTS WHICH MAY FROM TIME TO TIME BE PAYABLE TO THE SEC URITY PARTIES (AS DEFINED) AND TO THE BA NKS (AS DEFINED) PURSUANT TO THE SECURIT Y DOCUMENTS (AS DEFINED)

AN AGGREGATE OF THE INITIAL PRINCIPAL AM OUNT OF USD 35,000,000 ADVANCED UNDER A USD 35,000,000 FLOATING RATE LOAN FACILI TY AGREEMENT DATED 27TH JANUARY 1999 AS THE SAME MAY BE REDUCED FROM TIME TO TIM E BY REPAYMENTS AND PREPAYMENTS TOGETHER WITH ADDITIONAL FACILITIES (INCLUDING B UT NOT LIMITED TO INTEREST HEDGING INSTR UMENTS CONNECTED TO THE LOAN) TOGETHER W ITH ALL LIABILTIES WHATSOEVER

AN AGGREGATE OF THE INITIAL PRINCIPAL AM OUNT OF USD 35,000,000 ADVANCED UNDER TH E USD 35,000,000 FLOATING RATE LOAN FACI LITY AGREEMENT DATED 27TH JANUARY 1999 A S THE SAME MAY BE REDUCED FROM TIME TO T IME BY REPAYMENTS AND PREPAYMENTS TOGETH ER WITH ADDITIONAL FACILITIES (INCLUDING BUT NOT LIMITED TO INTEREST UNDER THE H EDGING INSTRUMENTS CONNECTED TO THE LOAN ) IF ANY MADE OR TO BE MADE AVAILABLE TO THE BORROWER AND ANY OTHER LIABILTIES W HATSOEVER

THE AGGREGATE AMOUNT OF A LOAN OF US$45, 000,000 (THE "RIGS LOAN") DUE TO CHRISTI ANIA BANK OG KREDIETKASSE ASA ("CBK") SC ANDINAVISKA ENSKILADA BANKEN AB (PUBL) ( " SEB") DEN NORSKE BANK ASA MERITA BANK LTD AND SPAREBANKEN ROGALAND (TOGETHER T HE "BANKS") UNDER A LOAN AGREEMENT (THE "AGREEMENT") DATED 14 APRIL 1998 MADE BE TWEEN SAFE RIGS AS AS BORROWER CBK AND S EB AS UNDERWRITERS THE BANKS AS LENDERS AND CBK AS AGENT (THE "AGENT") AND A LOA N OF US$40,000,000 (THE "PROSAFE LOAN") DUE TO THE BANKS UNDER A LOAN AGREEMENT DATED 14 APRIL 1998 MADE BETWEEN PROSAF E ASA ("PROSAFE") AS BORROWER CBK AND SE B AS UNDERWRITERS THE BANKS AS LENDERS A ND THE AGENT (THE "PROSAFE LOAN AGREEMEN T") AND A TERM LOAN AND A GUARANTEE FACI LITY AND A REVOLVING CREDIT FACILITY IN AN AGGREGATE AMOUNT OF 250,000,000 NORWE GIAN KRONER (THE "NOK LOAN") DUE TO THE BANKS UNDER A FACILITY AGREEMENT DATED 1 4 APRIL 1998 (THE "FACILITY AGREEMENT") MADE BETWEEN PROSAFE AS BORROWER CBK A ND SEB AS UNDERWRITERS THE BANKS AS LEND ERS AND THE AGENT TOGETHER WITH ALL UNPA ID INTEREST THEREON DEFAULT INTEREST CHA RGES EXPENSES AND ANY OTHER LIABILITIES WHATSOEVER INCURRED BY ANY OF THE AGENT AND/OR THE BANKS IN CONNECTION THERE WIT H AND ANY SUMS DUE AND PAYABLE TO ANY OF THE AGENT AND/OR THE BANKS UNDER OR PUR SUANT TO ANY INTEREST HEDGING INSTRUMENT S IN CONNECTION WITH THE RIGS LOAN THE P ROSAFE LOAN AND THE NOK LOAN OR ANY OF T HEM (TOGETHER THE "INDEBTEDNESS")

THE AGGREGATE AMOUNT OF A LOAN OF US$45, 000,000 (THE "RIGS LOAN") DUE TO CHRISTI ANA BANK OG KREDITKASSE ASA ("CBK") SCAN DINAVISKA ENSKILADA BANKEN AB (PUBL) ("S EB") DEN NORSKE BANK ASA MERITA BANK LT D AND SPAREBANKEN ROGALAND (TOGETHER THE "BANKS") UNDER A LOAN AGREEMENT (THE "AGREEMENT") DATED 14 APRIL 1998MADE BE TWEEN SAFE RIGS AS AS BORROWER CBK AND S EB AS UNDERWRITERS THE BANKS AS LENDERS AND CBK AS AGENT (THE "AGENT") AND A L OAN OF US$40,000,000 (THE "PROSAFE LOAN" ) DUE TO THE BANKS UNDER A LOAN AGREEMEN T DATED 14 APRIL 1998 MADE BETWEEN PROSA FE ASA ("PROSAFE") AS BORROWER CBK AND SEB AS UNDERWRITERS THE BANKS AS LENDERS AND THE AGENT (THE "PROSAFE LOAN AGREEM ENT") AND A TERM LOAN AND A GUARANTEE FA CILITY AND A REVOLVING CREDIT FACILITY I N AN AGGREGATE AMOUNT OF 250,000,000 NOR WEGIAN KRONER (THE "NOK LOAN") DUE TO TH E BANKS UNDER A FACILITY AGREEMENT DATED 14 APRIL 1998 (THE "FACILITY AGREEMENT" ) MADE BETWEEN PROSAFE AS BORROWER CBK A ND SEB AS UNDERWRITERS THE BANKS AS LEND ERS AND THE AGENT TOGETHER WITH ALL UNPA ID INTEREST THEREON DEFAULT INTEREST CHA RGES EXPENSES AND ANY OTHER LIABILITIES WHATSOEVER INCURRED BY ANY OF THE AGENT AND/OR THE BANKS IN CONNECTION THEREWITH AND ANY SUMS DUE AND PAYABLE TO ANY OF THE AGENT AND/OR THE BANKS UNDER OR PUR SUANT TO ANY INTEREST HEDGING INSTRUMENT S IN CONNECTION WITH THE RIGS LOAN THE P ROSAFE LOAN AND THE NOK LOAN OR ANY OF T HEM (TOGETHER THE "INDEBTEDNESS")

THE AGGREGATE PRINCIPAL AMOUNT OF A LOAN IN AN INITIAL AMOUNT OF EIGHTY FIVE MIL LION UNITED STATES DOLLARS (USD85,000,00 0) (THE "LOAN") MADE AVAILABLE TO SAFE O FFSHORE ASA (THE "BORROWERS") BY THE CHA RGEE AND/OR ITS ASSIGNEES (THE "BANKS") PURSUANT TO A LOAN AGREEMENT DATED 4 APR IL 1997 (THE "LOAN AGREEMENT") MADE BETW EEN (1) THE BORROWERS AND (2) THE CHARGE E AS AGENT FOR THE BANKS FOR THE PURPOSE OF PART FINANCING THE PURCHASE OF THE F LOTELS KNOWN AS S/S "SAFE BRITANNIA", S/ S "SAFE CALEDONIA" AND S/S "SAFE LANCIA" (COLLECTIVELY THE "FLOTELS"), BY WAY OF THE BORROWERS MAKING SUCH LOAN AVAILABL E TO SAFE RIGS AS, (SUCH LOAN BEING DOCU MENTED BY A SEPERATE LOAN AGREEMENT (THE "SUBSIDIARY LOAN AGREEMENT") TOGETHER W ITH ALL UNPAID INTEREST, DEFAULT INTERES T CHARGES, EXPENSES AND ANY DERIVED LIAB ILITIES WHATSOEVER IN CONNECTION THEREWI TH