Enterprise Oil U.K. Limited

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(I) THE AGGREGATE OF ADVANCES OUTSTANDIN G FOR THE TIME BEING PURSUANT TO A SECUR ED CREDIT AGREEMENT DATED 18TH SEPTEMBER 1990 AS AMENDED BY LETTERS DATED 28TH J UNE 1993 AND 27TH JUNE 1995 (AS DEFINED) AND AS FURTHER AMENDED BY A SUPPLEMENTA L AGREEMENT DATED 21ST AUGUST 1996; (II) ALL OTHER AMOUNTS OWING OR TO BECOME OW ING BY THE COMPANY TO THE BANKS UNDER TH E AMENDED CREDIT AGREEMENT AND (III) ALL COSTS,CHARGES AND EXPENSES WHICH MAY BE OR BECOME DUE UNDER THE ABOVE SCOTTIAS ASSIGNATION OR ANY INSTRUMENT WHICH MAY BE EXECUTED PURSUANT THERETO OR THE CRED IT AGREEMENT

THE AGGREGATE OF ADVANCES OUTSTANDING FO R THE TIME BEING PURSUANT TO A LOAN AGRE EMENT ORIGINALLY DATED 18TH SEPTEMBER 19 90 AS AMENDED BY LETTERS DATED 28TH JUNE 1993 AND 27TH JUNE 1995 AND AS FURTHER AMENDED AND RESTATED PURSUANT TO A SUPPL EMENTAL AGREEMENT DATED 21ST AUGUST 1996 AND MADE BETWEEN THE COMPANY AND THE CH ARGEE ("THE LOAN AGREEMENT") IN THE FULL AMOUNT THEREOF AND ALL INTEREST THEREON AND ALL AND ANY OTHER AMOUNT OWING OR T O BECOME OWING BY THE COMPANY TO THE CHA RGEE PURSUANT TO THE LOAN AGREEMENT AND ALL COSTS CHARGES AND EXPENSES WHICH MAY OR BECOME DUE UNDER THE ENGLISH DEBENTU RE OR ANY INSTRUMENT WHICH MAY BE EXECUT ED PURSUANT THERETO

THE AGGREGATE OF ADVANCES OUTSTANDING FO R THE TIME BEING PURSUANT TO A LOAN AGRE EMENT ORIGINALLY DATED 18TH SEPTEMBER 19 90 AS AMENDED BY LETTERS DATED 28TH JUNE 1993 AND 27TH JUNE 1995 AND AS FURTHER AMENDED AND RESTATED PURSUANT TO A SUPPL EMENTAL AGREEMENT DATED 21ST AUGUST 1996 AND MADE BETWEEN THE COMPANY AND THE CH ARGEE ("THE LOAN AGREEMENT") IN THE FULL AMOUNT THEREOF AND ALL INTEREST THEREON AND ALL AND ANY OTHER AMOUNTS OWING OR TO BECOME OWING BY THE COMPANY TO THE CH ARGEE UNDER THE LOAN AGREEMENT (WHETHER AS DAMAGES OR OTHERWISE) AND ALL COSTS, CHARGES AND EXPENSES WHICH MAY BE OR BEC OME DUE UNDER THE ENGLISH FIXED CHARGE O R ANY INSTRUMENT WHICH MAY BE EXECUTED P URSUANT THERETO

THE AGGREGATE OF ADVANCES OUTSTANDING FO R THE TIME BEING AND ALL OTHER MONIES DU E OR TO BECOME DUE FROM THE COMPANY TO T HE CHARGEE UNDER AND PURSUANT TO A LOAN AGREEMENT DATED 28TH FEBRUARY 1994 AND T HIS CHARGE OR ANY INSTRUMENT WHICH MAY B E EXECUTED PURSUANT THERETO

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US $ 17,250,000 AND ALL OTHER MONEYS DUE OR TO BECOME DUE FROM THE CO TO THE CHA RGEE UNDER THE TERMS OF THE LOAN AGREEME NT DATED 18/9/90 AND UNDER THE SCOTTISH ASSIGNATION OR ANY INSTRUMENT

FOR SECURING THE AGGREGATE OF ADVANCES O UTSTANDING FOR THE TIME BEING AND ALL OT HER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF A LOAN AGREEMENT DATE D 18.9.90 AND THIS CHARGE

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