INDENTURE DATED FEBRUARY 20, 2004



 



EXHIBIT 4.1


Dated as of February 20th, 2004



EKSPORTFINANS ASA



and



THE BANK OF NEW YORK, as Trustee







INDENTURE







 






 





Certain Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:




	 	 	 	 	 	 
	 Trust Indenture	 	 	 	 
	    Act Section	 	Indenture Section
	§   310(a)(1)
	 	 	609	 
	 	(a)(2)
	 	 	609	 
	 	(a)(3)
	 	 	Not Applicable
	 	(a)(4)
	 	 	Not Applicable
	 	(b)
	 	 	608	 
	 
	 	 	610	 
	§   311(a)
	 	 	613	 
	 	(b)
	 	 	613	 
	§   312(a)
	 	 	701	 
	 
	 	 	702	 
	 	(b)
	 	 	702	 
	 	(c)
	 	 	702	 
	§   313(a)
	 	 	703	 
	 	(b)
	 	 	703	 
	 	(c)
	 	 	703	 
	 	(d)
	 	 	703	 
	§   314(a)
	 	 	704	 
	 	(a)(4)
	 	 	101	 
	 
	 	 	1004	 
	 	(b)
	 	 	Not Applicable
	 	(c)(1)
	 	 	102	 
	 	(c)(2)
	 	 	102	 
	 	(c)(3)
	 	 	Not Applicable
	 	(d)
	 	 	Not Applicable
	 	(e)
	 	 	102	 
	§   315(a)
	 	 	601	 
	 	(b)
	 	 	602	 
	 	(c)
	 	 	601	 
	 	(d)
	 	 	601	 
	 	(e)
	 	 	514	 
	§   316(a)
	 	 	101	 
	 	(a)(1)(A)
	 	 	502	 
	 
	 	 	512	 
	 	(a)(1)(B)
	 	 	513	 
	 	(a)(2)
	 	 	Not Applicable
	 	(b)
	 	 	508	 
	 	(c)
	 	 	104	 
	§   317(a)(1)
	 	 	503	 
	 	(a)(2)
	 	 	504	 
	 	(b)
	 	 	1003	 
	§   318(a)
	 	 	107	 






Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture


i






 


TABLE OF CONTENTS*




	 	 	 	 	 	 	 
	 	 	 	 	Page
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	101.	 	
Definitions
	 	 	1	 
	 	 	
Act
	 	 	2	 
	 	 	
Additional Amounts
	 	 	2	 
	 	 	
Affiliate
	 	 	2	 
	 	 	
Authenticating Agent
	 	 	2	 
	 	 	
Board of Directors
	 	 	2	 
	 	 	
Board Resolution
	 	 	2	 
	 	 	
Business Day
	 	 	2	 
	 	 	
Commission
	 	 	2	 
	 	 	
Company
	 	 	2	 
	 	 	
Company Request; Company Order
	 	 	2	 
	 	 	
Corporate Trust Office
	 	 	2	 
	 	 	
corporation
	 	 	2	 
	 	 	
Covenant Defeasance
	 	 	3	 
	 	 	
Defaulted Interest
	 	 	3	 
	 	 	
Defeasance
	 	 	3	 
	 	 	
Depositary
	 	 	3	 
	 	 	
Event of Default
	 	 	3	 
	 	 	
Exchange Act
	 	 	3	 
	 	 	
Expiration Date
	 	 	3	 
	 	 	
Global Security
	 	 	3	 
	 	 	
Holder
	 	 	3	 
	 	 	
Indebtedness
	 	 	3	 
	 	 	
Indenture
	 	 	3	 
	 	 	
interest
	 	 	3	 
	 	 	
Interest Payment Date
	 	 	3	 
	 	 	
Investment Company Act
	 	 	3	 
	 	 	
Maturity
	 	 	3	 
	 	 	
Notice of Default
	 	 	4	 
	 	 	
Officers’ Certificate
	 	 	4	 
	 	 	
Opinion of Counsel
	 	 	4	 
	 	 	
Original Issue Discount Security
	 	 	4	 
	 	 	
Outstanding
	 	 	4	 
	 	 	
Paying Agent
	 	 	5	 
	 	 	
Person
	 	 	5	 
	 	 	
Place of Payment
	 	 	5	 
	 	 	
Predecessor Security
	 	 	5	 
	 	 	
Redemption Date
	 	 	5	 
	 	 	
Redemption Price
	 	 	5	 
	 	 	
Regular Record Date
	 	 	5	 






*Note: This table of contents shall not, for any purpose, be deemed to be part of the Indenture.


ii






 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	
Responsible Officer
	 	 	5	 
	 	 	
Securities
	 	 	5	 
	 	 	
Securities Act
	 	 	5	 
	 	 	
Security Register; Security Registrar
	 	 	6	 
	 	 	
Senior Debt
	 	 	6	 
	 	 	
Special Record Date
	 	 	6	 
	 	 	
Stated Maturity
	 	 	6	 
	 	 	
Subordinated Indebtedness
	 	 	6	 
	 	 	
Trust Indenture Act
	 	 	6	 
	 	 	
Trustee
	 	 	6	 
	 	 	
U.S. Government Obligation
	 	 	6	 
	 	 	
Vice President
	 	 	6	 
	102.	 	
Compliance Certificates and Opinions
	 	 	6	 
	103.	 	
Form of Documents Delivered to Trustee
	 	 	7	 
	104.	 	
Acts of Holders; Record Dates
	 	 	7	 
	105.	 	
Notices, Etc., to Trustee and Company
	 	 	9	 
	106.	 	
Notice to Holders; Waiver
	 	 	9	 
	107.	 	
Conflict with Trust Indenture Act
	 	 	10	 
	108.	 	
Effect of Headings and Table of Contents
	 	 	10	 
	109.	 	
Successors and Assigns
	 	 	10	 
	110.	 	
Separability Clause
	 	 	10	 
	111.	 	
Benefits of Indenture
	 	 	10	 
	112.	 	
Governing Law
	 	 	10	 
	113.	 	
Legal Holidays
	 	 	11	 
	114.	 	
Agent for Service; Submission to Jurisdiction; Waiver of Immunities
	 	 	11	 
	115.	 	
Waiver of Jury Trial
	 	 	11	 
	SECURITY FORMS	 	 	11	 
	201.	 	
Forms Generally
	 	 	11	 
	202.	 	
Form of Face of Security
	 	 	12	 
	203.	 	
Form of Reverse of Security
	 	 	15	 
	204.	 	
Form of Legend for Global Securities
	 	 	19	 
	205.	 	
Form of Trustee’s Certificate of Authentication
	 	 	19	 
	THE SECURITIES	 	 	19	 
	301.	 	
Amount Unlimited; Issuable in Series
	 	 	19	 
	302.	 	
Denominations
	 	 	22	 
	303.	 	
Execution, Authentication, Delivery and Dating
	 	 	22	 
	304.	 	
Temporary Securities
	 	 	23	 
	305.	 	
Registration, Registration of Transfer and Exchange
	 	 	23	 
	306.	 	
Mutilated, Destroyed, Lost and Stolen Securities
	 	 	25	 
	307.	 	
Payment of Interest; Interest Rights Preserved
	 	 	26	 
	308.	 	
Persons Deemed Owners
	 	 	27	 
	309.	 	
Cancellation
	 	 	27	 
	310.	 	
Computation of Interest
	 	 	27	 
	311.	 	
CUSIP Numbers
	 	 	27	 
	312.	 	
Global Securities
	 	 	28	 
	SATISFACTION AND DISCHARGE	 	 	28	 
	401.	 	
Satisfaction and Discharge of Indenture
	 	 	28	 
	402.	 	
Application of Trust Money
	 	 	29	 
	REMEDIES	 	 	29	 



iii






 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	501.	 	
Events of Default
	 	 	29	 
	502.	 	
Acceleration of Maturity; Rescission and Annulment
	 	 	30	 
	503.	 	
Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	31	 
	504.	 	
Trustee May File Proofs of Claim
	 	 	31	 
	505.	 	
Trustee May Enforce Claims Without Possession of Securities
	 	 	32	 
	506.	 	
Application of Money Collected
	 	 	32	 
	507.	 	
Limitation on Suits
	 	 	32	 
	508.	 	
Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	33	 
	509.	 	
Restoration of Rights and Remedies
	 	 	33	 
	510.	 	
Rights and Remedies Cumulative
	 	 	33	 
	511.	 	
Delay or Omission Not Waiver
	 	 	33	 
	512.	 	
Control by Holders
	 	 	34	 
	513.	 	
Waiver of Past Defaults
	 	 	34	 
	514.	 	
Undertaking for Costs
	 	 	34	 
	515.	 	
Waiver of Usury, Stay or Extension Laws
	 	 	34	 
	THE TRUSTEE	 	 	35	 
	601.	 	
Certain Duties and Responsibilities
	 	 	35	 
	602.	 	
Notice of Defaults
	 	 	35	 
	603.	 	
Certain Rights of Trustee
	 	 	35	 
	604.	 	
Not Responsible for Recitals or Issuance of Securities
	 	 	36	 
	605.	 	
May Hold Securities
	 	 	37	 
	606.	 	
Money Held in Trust
	 	 	37	 
	607.	 	
Compensation and Reimbursement
	 	 	37	 
	608.	 	
Conflicting Interests
	 	 	37	 
	609.	 	
Corporate Trustee Required; Eligibility
	 	 	38	 
	610.	 	
Resignation and Removal; Appointment of Successor
	 	 	38	 
	611.	 	
Acceptance of Appointment by Successor
	 	 	39	 
	612.	 	
Merger, Conversion, Consolidation or Succession to Business
	 	 	40	 
	613.	 	
Preferential Collection of Claims Against Company
	 	 	41	 
	614.	 	
Appointment of Authenticating Agent
	 	 	41	 
	615.	 	
Force Majeure
	 	 	42	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	42	 
	701.	 	
Company to Furnish Trustee Names and Addresses of Holders
	 	 	42	 
	702.	 	
Preservation of Information; Communications to Holders
	 	 	42	 
	703.	 	
Reports by Trustee
	 	 	43	 
	704.	 	
Reports by Company
	 	 	43	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	43	 
	801.	 	
Company May Consolidate, Etc., Only on Certain Terms
	 	 	43	 
	802.	 	
Successor Substituted
	 	 	44	 
	SUPPLEMENTAL INDENTURES	 	 	44	 
	901.	 	
Supplemental Indentures Without Consent of Holders
	 	 	44	 
	902.	 	
Supplemental Indentures With Consent of Holders
	 	 	45	 
	903.	 	
Execution of Supplemental Indentures
	 	 	46	 
	904.	 	
Effect of Supplemental Indentures
	 	 	46	 
	905.	 	
Conformity with Trust Indenture Act
	 	 	46	 
	906.	 	
Reference in Securities to Supplemental Indentures
	 	 	47	 



iv






 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	COVENANTS	 	 	47	 
	1001.	 	
Payment of Principal, Premium and Interest
	 	 	47	 
	1002.	 	
Maintenance of Office or Agency
	 	 	47	 
	1003.	 	
Money for Securities Payments to Be Held in Trust; Paying Agent
	 	 	47	 
	1004.	 	
Statement by Officers as to Default
	 	 	48	 
	1005.	 	
Existence
	 	 	48	 
	1006.	 	
Payments of Additional Amounts
	 	 	49	 
	1007.	 	
Waiver of Certain Covenants
	 	 	50	 
	1008.	 	
Calculation of Original Issue Discount
	 	 	50	 
	REDEMPTION OF SECURITIES	 	 	51	 
	1101.	 	
Applicability of Article
	 	 	51	 
	1102.	 	
Election to Redeem; Notice to Trustee
	 	 	51	 
	1103.	 	
Selection by Trustee of Securities to Be Redeemed
	 	 	51	 
	1104.	 	
Notice of Redemption
	 	 	52	 
	1105.	 	
Deposit of Redemption Price
	 	 	52	 
	1106.	 	
Securities Payable on Redemption Date
	 	 	53	 
	1107.	 	
Securities Redeemed in Part
	 	 	53	 
	1109.	 	
Redemption for Tax Reasons
	 	 	53	 
	SINKING FUNDS	 	 	54	 
	1201.	 	
Applicability of Article
	 	 	54	 
	1202.	 	
Satisfaction of Sinking Fund Payments with Securities
	 	 	54	 
	1203.	 	
Redemption of Securities for Sinking Fund
	 	 	54	 
	DEFEASANCE AND COVENANT DEFEASANCE	 	 	55	 
	1301.	 	
Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	55	 
	1302.	 	
Defeasance and Discharge
	 	 	55	 
	1303.	 	
Covenant Defeasance
	 	 	55	 
	1304.	 	
Conditions to Defeasance or Covenant Defeasance
	 	 	56	 
	1305.	 	
Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions
	 	 	58	 
	1306.	 	
Reinstatement
	 	 	58	 
	SUBORDINATION OF SECURITIES	 	 	58	 
	1401.	 	
Applicability of Article
	 	 	58	 
	1402.	 	
Securities Subordinate to Senior Debt
	 	 	59	 
	1403.	 	
Payment Over of Proceeds Upon Dissolution, Etc.
	 	 	59	 
	1404.	 	
Prior Payment to Senior Debt Upon Acceleration of Securities
	 	 	60	 
	1405.	 	
No Payment When Senior Debt in Default
	 	 	60	 
	1406.	 	
Payment Permitted if No Default
	 	 	61	 
	1407.	 	
Subrogation to Rights of Holders of Senior Debt
	 	 	61	 
	1408.	 	
Provisions Solely to Define Relative Rights
	 	 	61	 
	1409.	 	
Trustee to Effectuate Subordination
	 	 	62	 
	1410.	 	
No Waiver of Subordination Provisions
	 	 	62	 
	1411.	 	
Notice to Trustee
	 	 	62	 
	1412.	 	
Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	63	 
	1413	 	
Trustee Not Fiduciary for Holders of Senior Debt
	 	 	63	 
	1414.	 	
Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights
	 	 	63	 
	1415.	 	
Article Applicable to Paying Agents
	 	 	63	 
	SIGNATURES	 	 	64	 



v






 



THIS INDENTURE dated as of February 20th, 2004



BETWEEN:



	(1)	 	Eksportfinans ASA, a corporation duly organized and existing under the
laws of The Kingdom of Norway, having its principal office at Dronning
Mauds gate 15, N-0250 Oslo, Norway (the Company); and
	 
	(2)	 	The Bank of New York, a New York banking corporation duly organized and
existing under the laws of the state of New York, as Trustee (the
Trustee).



WHEREAS:



The Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the Securities), to be issued
in one or more series as provided in this Indenture.


All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.


NOW, THEREFORE:


The parties hereto hereby agree as follows, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof:


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




	101.	 	Definitions
	 
	 	 	For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
	 
	 		(1)	the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the
singular;
	 
	 	 	(2)	all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;
	 
	 		(3)	all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly
provided, the term generally accepted accounting principles with
respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted as
consistently applied by the Company at the date of this instrument;
	 
	 		(4)	unless the context otherwise requires, any reference to an
Article or a Section refers to an Article or a Section, as the case
may be, of this Indenture;
	 
	 		(5)	the word including means including, without limitation; and



1






 







	 		(6)	the words herein, hereof and hereunder and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.




	 	 	Act, when used with respect to any Holder, has the meaning specified in
Section 104.
	 
	 	 	Additional Amounts has the meaning specified in Section 1006.
	 
	 	 	Affiliate of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, control when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms controlling and controlled have
meanings correlative to the foregoing.
	 
	 	 	Authenticating Agent means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities
of one or more series.
	 
	 	 	Board of Directors means the board of directors of the Company or any
duly authorized committee thereof or nominated thereby.
	 
	 	 	Board Resolution means a copy of a resolution certified by an officer of
the Company to have been duly adopted by the Board of Directors and to be
in full force and effect on the date of such certification, and delivered
to the Trustee.
	 
	 	 	Business Day, when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.
	 
	 	 	Commission means the U.S. Securities and Exchange Commission, as from
time to time constituted or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing
such duties at such time.
	 
	 	 	Company means the Person named as the Company in the recitals to this
instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Company shall
mean such successor Person.
	 
	 	 	Company Request or Company Order means a written request or order signed
in the name of the Company by the Chairman of the Board of Directors, the
Company’s President or an Executive Vice President, and by one of its
Vice Presidents, and delivered to the Trustee.
	 
	 	 	Corporate Trust Office means the office of the Trustee in New York, NY at
which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at
101 Barclay Street, Floor 21W, New
York, NY 10286, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as
such successor Trustee may designate from time to time by notice to the
Holders and the Company).
	 
	 	 	corporation means a corporation, association, company, joint-stock
company or business trust.



2






 







	 	 	Covenant Defeasance has the meaning specified in Section 1303.
	 
	 	 	Defaulted Interest has the meaning specified in Section 307.
	 
	 	 	Defeasance has the meaning specified in Section 1302.
	 
	 	 	Depositary means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.
	 
	 	 	Event of Default has the meaning specified in Section 501.
	 
	 	 	Exchange Act means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.
	 
	 	 	Expiration Date has the meaning specified in Section 104.
	 
	 	 	Global Security means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for
such Securities).
	 
	 	 	Holder means a Person in whose name a Security is registered in the
Security Register.
	 
	 	 	Indebtedness means all indebtedness for money borrowed that is created,
assumed, incurred or guaranteed in any manner or for which the Company is
otherwise responsible or liable.
	 
	 	 	Indenture means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term Indenture shall also
include the terms of particular series of Securities established as
contemplated by Section 301.
	 
	 	 	interest, when used with respect to non-interest bearing Securities,
means interest payable after Maturity.
	 
	 	 	Interest Payment Date, when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.
	 
	 	 	Investment Company Act means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.
	 
	 	 	Maturity, when used with respect to any Security, means the date, if any,
on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.



3






 







	 	 	Notice of Default means a written notice of the kind specified in Section
501(4).
	 
	 	 	Officers’ Certificate means a certificate delivered to the Trustee signed
by the President or any two of any Executive Vice President or Senior
Vice President duly authorized to sign Officers’ Certificates by the
Board of Directors and certified to the Trustee by the Company as
duly authorized to sign Officers’ Certificates. One of the officers signing an Officers’ Certificate
given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.
	 
	 	 	Opinion of Counsel means a written opinion of counsel, who may be an
employee of, or counsel to, the Company, reasonably satisfactory to the
Trustee.
	 
	 	 	Original Issue Discount Security means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section
502.
	 
	 	 	Outstanding, when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:




	 	 	(1)	Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;
	 
	 	 	(2)	Securities for whose payment in accordance with their terms
or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee
has been made;
	 
	 	 	(3)	Securities as to which Defeasance has been effected pursuant
to Section 1302; or
	 
	 	 	(4)	Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been
presented to the
Trustee proof satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands such Securities are valid
obligations of the Company;




	 	 	provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent,
waiver or other action hereunder as of any date, (A) the principal amount
of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be
due and payable as of such date upon acceleration of the Maturity thereof
to such date pursuant to Section 502, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed
to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, and (C) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or
of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,



4






 







	 	 	direction, notice, consent, waiver or other action, only Securities which
a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such
other obligor.
	 
	 	 	Paying Agent means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of
the Company.
	 
	 	 	Person means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, limited liability company or
government or any agency or political subdivision thereof or any other
entity of whatever nature.
	 
	 	 	Place of Payment, when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.
	 
	 	 	Predecessor Security of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 306 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.
	 
	 	 	Redemption Date, when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this
Indenture.
	 
	 	 	Redemption Price, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.
	 
	 	 	Regular Record Date for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.
	 
	 	 	Responsible Officer, when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee, including
any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such person’s knowledge
of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.
	 
	 	 	Securities has the meaning stated in the recital to this Indenture and
more particularly means any Securities authenticated and delivered under
this Indenture.
	 
	 	 	Securities Act means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.



5






 







	 	 	Security Register and Security Registrar have the respective meanings
specified in Section 305.
	 
	 	 	Senior Debt means the principal of (and premium, if any) and interest on
any Indebtedness of the Company currently outstanding or to be issued
hereafter unless such Indebtedness by the terms of the instrument by
which it is created or evidenced, is Subordinated Indebtedness.
	 
	 	 	Special Record Date for the payment of any Defaulted Interest means a
date fixed by the Company pursuant to Section 307.
	 
	 	 	Stated Maturity, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is due and
payable.
	 
	 	 	Subordinated Indebtedness means any Indebtedness of the Company the right
to payment of which is, or is expressed to be, or is required by any
present or future agreement of the Company to be, subordinated to other
indebtedness in the event of bankruptcy, dissolution, winding-up or
liquidation of the Company.
	 
	 	 	Trust Indenture Act means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such
date, Trust Indenture Act means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.
	 
	 	 	Trustee means the Person named as the Trustee in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter Trustee
shall mean or include each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, Trustee as used with
respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.
	 
	 	 	U.S. Government Obligation has the meaning specified in Section 1304.
	 
	 	 	Vice President, when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word
or words added before or after the title vice president.
	 
	102.	 	Compliance Certificates and Opinions
	 
	 	 	Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given
in the form of an Officers’ Certificate, if to be given by an officer of
the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any
other requirements set forth in this Indenture.
	 
	 	 	Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include:




	 	 	(1)	a statement that each individual signing such certificate or
opinion has read such



6






 







	 	 	 	covenant or condition and the definitions herein relating thereto;
	 
	 	(2)	 	a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
	 
	 	(3)	 	a statement that, in the opinion of each such individual, he
or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and
	 
	 	(4)	 	a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.




	103.	 	Form of Documents Delivered to Trustee
	 
	 	 	In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in
one or several documents.
	 
	 	 	Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his or her
certificate or opinion is based are erroneous. Any such certificate or
opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of
the Company, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.
	 
	 	 	Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.
	 
	104.	 	Acts of Holders; Record Dates
	 
	 	 	Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the Act of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.



7






 







	 	 	The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law
to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.
Where such execution is by a signatory acting in a capacity other than
his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.
	 
	 	 	The ownership of registered Securities shall be proved by the Security
Register.
	 
	 	 	Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by
the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Security.
	 
	 	 	The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such
series, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of
the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for
which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of
the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company shall cause
notice of such record date, the proposed action and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder
of Securities of the relevant series in the manner set forth in Section
106.
	 
	 	 	The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (a) any Notice of Default, (b) any
declaration of acceleration referred to in Section 502, (c) any request
to institute proceedings referred to in Section 507(2) or (d) any
direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a
new record date for any action



8






 







	 	 	for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and
of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee shall cause notice of such record date, the
proposed action and the applicable Expiration Date to be given to the
Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 106.
	 
	 	 	With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the
Expiration Date and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto
which set such record date shall be deemed to have initially designated
the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.
	 
	 	 	Without limiting the foregoing, a Holder entitled to take any action
hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.
	 
	105.	 	Notices, Etc., to Trustee and Company
	 
	 	 	Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with:




	 	(1)	 	the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be via fax) to or with the Trustee at
its Corporate Trust Office, Attention: Corporate Trust
Administration – Global Finance Unit, or
	 
	 	(2)	 	the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company, addressed to it at the address of its
principal office or at any other address specified for that purpose
previously furnished in writing to the Trustee by the Company and
not theretofore superseded.




	 	 	Notices shall be deemed effective upon actual receipt thereof.
	 
	106.	 	Notice to Holders; Waiver
	 
	 	 	Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at the address of such Holder as it
appears in the



9






 







	 	 	Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
	 
	 	 	In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.
	 
	107.	 	Conflict with Trust Indenture Act
	 
	 	 	If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part
of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.
	 
	108.	 	Effect of Headings and Table of Contents
	 
	 	 	The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
	 
	109.	 	Successors and Assigns
	 
	 	 	All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.
	 
	110.	 	Separability Clause
	 
	 	 	In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
	 
	111.	 	Benefits of Indenture
	 
	 	 	Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.
	 
	112.	 	Governing Law
	 
	 	 	This Indenture and the Securities (and any claims or disputes arising out
of or related thereto or to the transactions contemplated thereby or to
the inducement of any party to enter therein, whether for breach of
contract, tortious conduct, or otherwise and whether predicated on common
law, statute or otherwise) shall in all respects be governed by and
construed in accordance with the



10






 







	 	 	laws of the State of New York, including
all matters of construction, validity and performance, in each case
without reference to any conflict of law rules that might lead to the
application of the laws of any other jurisdiction, provided, however,
that matters relating to the authorization and execution by the Company
of this Indenture and the Securities issued hereunder shall be governed
by the laws of The Kingdom of Norway.
	 
	113.	 	Legal Holidays
	 
	 	 	In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or
of the Securities) payment of any interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment (or
such other Business Day in a Place of Payment as shall be provided in
such Security) with the same force and effect (and, unless otherwise
provided in such Security, without accrual or payment of additional
interest) as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity.
	 
	114.	 	Agent for Service; Submission to Jurisdiction; Waiver of Immunities
	 
	 	 	The Company (a) acknowledges that it has, by separate written instrument,
designated and appointed Innovation Norway, 800 Third Avenue, 23rd Floor,
New York, NY 10022 as its authorized agent upon which process may be
served in any suit or proceeding arising out of or relating to the
Securities or this Indenture instituted in any Federal or State court in
the Borough of Manhattan, The City of New York, but for that purpose
only, (b) submits to the jurisdiction of any such court in any such suit
or proceeding, and (c) agrees that service of process upon Innovation
Norway and written notice of said service to it (mailed or delivered to
its President at its principal office) shall be deemed in every respect
effective service of process upon it in any such suit or proceeding.
	 
	 	 	To the extent that the Company has or hereafter may acquire immunity from
jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of
execution, execution, or otherwise) with respect to itself or its
property, the Company hereby waives such immunity in respect of its
respective obligations under this Indenture and the Securities to the
fullest extent permitted by law.
	 
	115.	 	Waiver of Jury Trial
	 
	 	 	EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



SECURITY FORMS




	201.	 	Forms Generally
	 
	 	 	The Securities of each series and the Trustee’s certificates of
authentication shall be in substantially the forms set forth in this
Article or in one or more indentures supplemental hereto, or, in the case
of the Securities, in such other form as shall be established by or
pursuant to a



11






 







	 	 	Board Resolution, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed
thereon as may be required to comply with applicable law or the rules of
any securities exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities as
evidenced by their execution thereof. If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities.
	 
	 	 	The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities as evidenced by
their execution of such Securities.
	 
	202.	 	Form of Face of Security
	 
	 	 	[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]



EKSPORTFINANS ASA




	 	 	 	 	 	 	 
	CUSIP No	 	 	 	[$]	 	 
	 	 	


	 	 	
	 




	 	 	Eksportfinans ASA, a corporation duly organized and existing under the
laws of The Kingdom of Norway (herein called the Company, which term
includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to [l], or registered
assigns, [if the Security is not perpetual, insert: the principal sum of
[l] on [l]] [if the Security is to bear interest prior to Maturity,
insert: and to pay interest thereon from [l] or from the most recent
Interest Payment Date to which interest has been paid or duly provided
for, [insert as applicable: annually, semi-annually or quarterly] on
[insert appropriate interest payment dates: [l] and [l]] in each year,
commencing [l], at the rate of [l]% per annum, until the principal hereof
is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which
shall be the [l] or [l] (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
	 
	 	 	Payment of the principal of (and premium, if any) and interest, if any,
on this Security will be made at the office or agency of the Company
maintained for that purpose in [insert the places of payment] [l] in such
coin or currency of [l] as at the time of payment is legal tender for



12






 







	 	 	payment of public and private debts [if applicable, insert: provided,
however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register].
	 
	 	 	All payments in respect of the Security, including without limitation,
payments of principal, [if the security is to bear interest prior to
maturity insert: interest, if any,] and premium, if any, shall be made by
the Company without withholding or deduction for or on account of any
present or future taxes, duties, levies, or other governmental charges of
whatever nature in effect on the date of the Indenture or imposed or
established in the future by or on behalf of The Kingdom of Norway or any
authority thereof (a Norwegian Tax). In the event that any such
Norwegian Tax is so imposed or established, the Company shall pay such
additional amounts (Additional Amounts) as may be necessary in order that
the net amounts receivable by each Holder after any payment, withholding
or deduction in respect of such Norwegian Tax shall equal the respective
amounts of principal [if the Security is to bear interest prior to
maturity insert: , interest and] premium, if any, which would have been
receivable in respect of the Security in the absence of
such payment, withholding or deduction; provided, however, that the
amounts with respect to the Norwegian Tax shall be payable only to
Holders that are not residents in The Kingdom of Norway for purposes of
its tax; and provided further, that the Company shall not be required to
make any payment of Additional Amounts for or on account of:




	 	(1)	 	any tax, assessment or other governmental charge that would
not have been imposed but for the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over
such Holder, if such Holder is an estate, trust, partnership or
corporation) and The Kingdom of Norway, or any political subdivision
or territory or possession thereof or therein or area subject to its
jurisdiction, including, without limitation, such Holder (or such
fiduciary, settlor, beneficiary, member, shareholder or possessor)
being or having been a citizen or resident thereof or treated as a
resident thereof or being or having been present or engaged in a
trade or business therein or having or having had a permanent
establishment therein, but excluding the mere holding of the
Securities or the receipt of principal, any interest or any premium
on the Securities;
	 
	 	(2)	 	any tax, assessment or other governmental charge that would
not have been imposed but for the presentation of a Security (where
presentation is required) for payment on the date more than 30 days
after the date on which such payment became due and payable or the
date on which payment thereof was duly provided for, whichever
occurred later;
	 
	 	(3)	 	any estate, inheritance, gift, sales, transfer, personal
property or similar tax, assessment or other governmental charge;
	 
	 	(4)	 	any tax, assessment or other governmental charge which is
payable other than by withholding from payments of (or in respect
of) principal of, premium, if any, or any interest on, the
Securities;
	 
	 	(5)	 	any tax, assessment or other governmental charge that would
not have been imposed or withheld if such Holder had made a
declaration of non-residence or other similar claim for exemption or
presented any applicable form of certificate, upon the making or
presentation of which that Holder would either have been able to
avoid such tax, assessment or charge or to obtain a refund of such
tax, assessment or charge;



13






 







	 	(6)	 	any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from any payment of principal of,
premium, if any, or any interest on, any Security, if such payment
can be made without such withholding by any other paying agent;
	 
	 	(7)	 	any withholding or deduction imposed on a payment which is
required to be made pursuant to a European Union directive on the
taxation of savings or any law implementing or complying with, or
introduced in order to conform to, such directive; or
	 
	 	(8)	 	any combination of items above;




	 	 	nor shall Additional Amounts be paid with respect to any payment of the
principal of, or premium, if any, or any interest on any Security to any
such Holder who is a fiduciary or a partnership or a beneficial owner who
is other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership
or a beneficial owner would not have been entitled to such Additional
Amount had it been the Holder of the Security.
	 
	 	 	Whenever in this Security or in the Indenture there is a reference, in
any context, to the payment of the principal of [if the Security is to
bear interest prior to maturity, insert: or interest on], or in respect
of, any Security, such payment shall be deemed to include the payment of
Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect of such payment pursuant
to the provisions hereof or thereof and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.
	 
	 	 	[If the Security is an extendible security, insert: The Securities of
this series are subject to repayment on [insert provisions with respect
to repayment date or dates] at the option of the Holders thereof
exercisable on or before [l], but not prior to the [l] preceding such
[l], at a repayment price equal to the principal amount thereof to be
repaid, together with interest payable thereon to the repayment date, as
described on the reverse side hereof.]
	 
	 	 	Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
	 
	 	 	Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
	 
	 	 	In Witness Whereof, the Company has caused this instrument to be duly
executed.

Dated:



14






 







	 	 	 	 	 
	 	 	
EKSPORTFINANS ASA
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	
Attest:	 	 
	 	 	 	 	





	203.	 	Form of Reverse of Security
	 
	 	 	This Security is one of a duly authorized issue of securities of the
Company (herein called the Securities), issued and to be issued in one or
more series under an Indenture, dated as of February 20, 2004 (herein
called the Indenture, which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York, as
Trustee (herein called the Trustee, which term includes any successor
trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company the Trustee [,
the holders of Senior Debt] and the Holders of the Securities and of the
terms upon which the Securities and are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face
hereof [if applicable, insert: limited in aggregate principal amount to
[l]].
	 
	 	 	[If applicable insert: If at any time subsequent to the issuance of the
Securities of this series as a result of any change in, or amendment to,
the laws or regulations or rulings of The Kingdom of Norway or of any
political subdivision thereof or any authority therein or thereof having
power to tax or as a result of any regulations or rulings or any
amendment to or change in the application or official interpretation of
such laws, regulations or rulings, the Company becomes, or will become,
obligated to pay any Additional Amounts and such obligations cannot be
avoided by the Company taking reasonable measures available to it, the
Securities of this series will be redeemable as a whole (but not in
part), at the option of the Company at any time upon not less than 30 nor
more than 60 days’ notice given to the Holders at their principal amount
[if the Security is to bear interest prior to maturity, insert: together
with accrued interest thereon, if any,] [if the Security is an Original
Issue Discount Security, insert appropriate provision] (and any
Additional Amounts payable with respect thereto) to the date fixed for
redemption (the Tax Redemption Date). In order to effect a redemption of
Securities of this series as described in this paragraph, the Company
shall deliver to the Trustee at least 45 days prior to the Tax Redemption
Date: (a) a written notice stating that the Securities of this series are
to be redeemed as a whole and (b) an opinion of independent legal counsel
of recognized standing to the effect that the Company has or will become
obligated to pay Additional Amounts as a result of such change or
amendment. No notice of redemption may be given earlier than 60 days
prior to the earliest date on which the Company would be obligated to pay
such Additional Amounts were a payment in respect of the Securities of
this series then due. The notice shall additionally specify the Tax
Redemption Date and all other information necessary to the publication
and mailing by the Trustee of notices of such redemption. The Trustee
shall be entitled to rely conclusively upon the information so furnished
by the Company in such notice and shall be under no duty to check the
accuracy or completeness thereof. Such notice shall be irrevocable and
upon its delivery the Company shall be obligated to make the payment or
payments referred to therein to the Trustee.]
	 
	 	 	[If applicable, insert: The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [if applicable,
insert: (a) on [l] in any year commencing with the year



15






 







	 	 	20[l] and ending
with the year 20[l] through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (b)] at
any time [if applicable, insert: on or after, [l], 20[l], as a whole or
in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed
[if applicable, insert: on or before. [l], [l]%, and if redeemed] during
the 12-month period beginning [l] of the years indicated,




	 	 	 	 	 	 	 
	Year	 	
Redemption
	 	Year
	 	Redemption
	 	 	
Price
	 	 	 	Price




	 	 	and thereafter at a Redemption Price equal to [l]% of the principal
amount, together in the case of any such redemption [if applicable,
insert: (whether through operation of the sinking fund or otherwise)]
with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]
	 
	 	 	[If applicable, insert: The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (a) on [l] in any
year commencing with the year 20[l] and ending with the year 20[l]
through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and
(b) at any time [if applicable, insert: on or after, [l]], as a whole or
in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning [l] of the years
indicated,




	 	 	 	 	 	 	 
	 	 	
Year
	 	Redemption Price
	 	Redemption Price For
	 	 	 	 	For Redemption
	 	Redemption Otherwise
	 	 	 	 	Through Operation
	 	Than Through Operation
	 	 	 	 	of the Sinking Fund
	 	of the Sinking Fund




	 	 	and thereafter at a Redemption Price equal to [l]% of the principal
amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]
	 
	 	 	[If applicable, insert: Notwithstanding the foregoing, the Company may
not, prior to [l], redeem any Securities of this series as contemplated
by [if applicable, insert: Clause (2) of] the preceding paragraph as a
part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than [l]% per annum.]



16






 







	 	 	[If applicable, insert: The sinking fund for this series provides for
the redemption on [l] in each year beginning with the year 20[l] and
ending with the year 20[l] of [if applicable, insert: not less than [l]
(mandatory sinking fund) and not more than] [l] aggregate principal
amount of Securities of this series. Securities of this series acquired
or redeemed by the Company otherwise than through [if applicable, insert:
mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert: mandatory] sinking fund payments otherwise required
to be made [if applicable, insert: , in the inverse order in which they
become due].]
	 
	 	 	[If the Security is subject to redemption of any kind, insert: In the
event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]
	 
	 	 	[If applicable, insert paragraph regarding subordination of the
Security.]
	 
	 	 	[If applicable, insert: The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set
forth in the Indenture.]
	 
	 	 	[If the Security is not an Original Issue Discount Security, insert: If
an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in
the Indenture.]
	 
	 	 	[If the Security is an Original Issue Discount Security, insert: If an
Event of Default with respect to Securities of this series shall occur
and be continuing, an amount of principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to [insert formula
for determining the amount.] Upon payment (a) of the amount of principal
so declared due and payable and (b) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the principal of and premium and interest,
if any, on the Securities of this series shall terminate.]
	 
	 	 	The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of [a majority] in principal
amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.



17






 







	 	 	As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not
less than 25% in principal amount of the Securities of this series at the
time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee indemnity reasonably satisfactory to it, and the
Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
	 
	 	 	No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
	 
	 	 	As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at
the office or agency of the Company in any place where the principal of
and any premium and interest on this Security are payable, duly endorsed
by or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
	 
	 	 	The Securities of this series are issuable [if applicable, insert: only]
in registered form without coupons [if applicable, insert: or in bearer
form] in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
	 
	 	 	No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection
therewith.
	 
	 	 	Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
	 
	 	 	All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



18






 







	204.	 	Form of Legend for Global Securities
	 
	 	 	Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following
form:
	 
	 	 	This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or
a nominee thereof. This Security may not be exchanged in whole or in part
for a registered Security, and no transfer of this Security in whole or
in part may be registered, in the name of any Person other than such
Depositary or a nominee thereof, except in the limited circumstances
described in the Indenture.
	 
	205.	 	Form of Trustee’s Certificate of Authentication
	 
	 	 	The Trustee’s certificates of authentication shall be in substantially
the following form:
	 
	 	 	This is one of the [describe Securities] of EKSPORTFINANS ASA referred to
in the within mentioned Indenture.




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK

	 	 	As Trustee
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory
	 	 	 	 	 
	 	 	
Dated:	 	 
	 	 	 	 	




THE SECURITIES




	301.	 	Amount Unlimited; Issuable in Series
	 
	 	 	The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.
	 
	 	 	The Company may issue Securities in one or more series. For each Security
or series thereof, there shall be established in or pursuant to a Board
Resolution by the Company and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance thereof:




	 	(1)	 	the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any
other series);
	 
	 	(2)	 	any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or
in lieu of, other



19






 







	 	 	 	Securities of the series pursuant to Section 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and
delivered hereunder);
	 
	 	(3)	 	the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest;
	 
	 	(4)	 	the date or dates, if any, on which the principal of any
Securities of the series is payable;
	 
	 	(5)	 	the rate or rates at which any Securities of the series shall
bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date for any such
interest payable on any Interest Payment Date;
	 
	 	(6)	 	the place or places where the principal of and any premium
and interest on any Securities of the series shall be payable;
	 
	 	(7)	 	the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part,
at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to
redeem the Securities shall be evidenced;
	 
	 	(8)	 	the obligation, if any, of the Company to redeem or purchase
any Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of the Holder thereof and the
period or periods within which, the price or prices at which and the
terms and conditions upon which any Securities of the series shall
be redeemed or purchased, in whole or in part, pursuant to such
obligation;
	 
	 	(9)	 	if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any Securities of the
series shall be issuable;
	 
	 	(10)	 	if the amount of principal of or any premium or interest on
any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts
shall be determined;
	 
	 	(11)	 	the currency, currencies or currency units in which the
principal of or any premium or interest on any Securities of the
series shall be payable;
	 
	 	(12)	 	if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the
Company or the Holder thereof, in one or more currencies or currency
units other than that or those in which such Securities are stated
to be payable, the currency, currencies or currency units in which
the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within
which and the terms and conditions upon which such election is to be
made and the amount so payable (or the manner in which such amount
shall be determined);
	 
	 	(13)	 	if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series
which shall be payable upon declaration of acceleration of the



20






 







	 	 	 	Maturity thereof pursuant to Section 502;
	 
	 	(14)	 	if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be
deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to
be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the
principal amount shall be determined);
	 
	 	(15)	 	if applicable, that the Securities of the series, in whole or
any specified part, shall be defeasible pursuant to Section 1302 or
Section 1303 or both such Sections and, if other than by a Board
Resolution, the manner in which any election by the Company to
defease such Securities shall be evidenced;
	 
	 	(16)	 	if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that
set forth in Section 204 and any
circumstances in addition to or in lieu of those set forth in
Clause (2) of the last paragraph of Section 305 in which any such
Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;
	 
	 	(17)	 	any addition to or change in the Events of Default, including
any grace periods, which applies to any Securities of the series and
any change in the right of the Trustee or the requisite Holders of
such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;
	 
	 	(18)	 	if applicable, that the Securities of the series shall be
subordinated in right of payment to Senior Debt as provided in
Article Fourteen;
	 
	 	(19)	 	any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series; and
	 
	 	(20)	 	any other terms of the Security or series thereof (which
terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901(4)).




	 	 	All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental
hereto.
	 
	 	 	If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



21






 







	302.	 	Denominations
	 
	 	 	Unless otherwise set forth in a Board Resolution pursuant to Section 301,
the Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.
	 
	303.	 	Execution, Authentication, Delivery and Dating
	 
	 	 	Securities shall be executed on behalf of the Company by its President or
any two of any Executive Vice President or Senior Vice President duly
authorized to execute such Securities by the Board of Directors and
certified to the Trustee by the Company as duly authorized to sign
Securities. The
signature of any of these officers on the Securities may be manual or
facsimile.
	 
	 	 	Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.
	 
	 	 	At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Securities and the
Trustee in accordance with the Company Order shall authenticate and
deliver such Securities as in this Indenture provided and not otherwise.
If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating:




	 	(1)	 	if the form of such Securities has been established by or
pursuant to a Board Resolution as permitted by Section 201, that
such form has been established in conformity with the provisions of
this Indenture;
	 
	 	(2)	 	if the terms of such Securities have been established by or
pursuant to a Board Resolution as permitted by Section 301, that
such terms have been established in conformity with the provisions
of this Indenture; and
	 
	 	(3)	 	that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and
to general equity principles.




	 	 	If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties
or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.



22






 







	 	 	Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such
series to be issued.
	 
	 	 	Each Security shall be dated the date of its authentication.
	 
	 	 	No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of
this Indenture.
	 
	304.	 	Temporary Securities
	 
	 	 	Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities as evidenced by their execution of such
Securities.
	 
	 	 	If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of
such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series,
of any authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.
	 
	305.	 	Registration, Registration of Transfer and Exchange
	 
	 	 	The Company shall cause to be kept a register (the register maintained in
such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively referred to as the
Security Register) in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Company may act as
Security Registrar or appoint the Trustee or one or more agents to
register and transfer Securities.



23






 







	 	 	Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Security Registrar in a Place of Payment
for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal
amount.
	 
	 	 	At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount upon surrender of the
Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute and
the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.
	 
	 	 	All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.
	 
	 	 	Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by
the Holder thereof or his or her attorney duly authorized in writing.
	 
	 	 	No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.
	 
	 	 	If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (a) to
issue, register the transfer of or exchange any Securities of that series
(or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of any such Securities selected for
redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (b) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.
	 
	 	 	The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:




	 	(1)	 	Each Global Security authenticated under this Indenture shall
be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes
of this Indenture.
	 
	 	(2)	 	Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless: (A)
such Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for



24






 







	 	 	 	such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange
Act, (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security or (C) there shall
exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by
Section 301.
	 
	 	(3)	 	Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and
all Securities issued in exchange for a Global Security or any
portion thereof shall be registered in such names as the Depositary
for such Global Security shall direct.
	 
	 	(4)	 	Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section
304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless
such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.




	306.	 	Mutilated, Destroyed, Lost and Stolen Securities
	 
	 	 	If any mutilated Security is surrendered to the Trustee or the Security
Registrar, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series and of
like tenor and principal amount and bearing a number not
contemporaneously outstanding.
	 
	 	 	If there shall be delivered to the Company and the Trustee (a) evidence
to their satisfaction of the destruction, loss or theft of any Security
and (b) such security or indemnity as may be required by them to save
each of them and any agent of any of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.
	 
	 	 	In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.
	 
	 	 	Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.
	 
	 	 	Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company and whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that
series duly issued hereunder.



25






 







	 	 	The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Securities.
	 
	307.	 	Payment of Interest; Interest Rights Preserved
	 
	 	 	Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.
	 
	 	 	Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date
(herein called Defaulted Interest) shall forthwith cease to be payable to
the Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in Clause (1) or (2) below:




	 	(1)	 	The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Company shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Company shall promptly
notify the Trustee of such Special Record Date and, the Trustee in
the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of
such series in the manner set forth in Section 106, not less than 10
days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).
	 
	 	(2)	 	The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.



26






 







	 	 	Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Security.
	 
	308.	 	Persons Deemed Owners
	 
	 	 	Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the
absolute owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent
of any of them shall be affected by notice to the contrary. All such
payments so made to any such Person shall be valid and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability
for the monies payable upon any such Security.
	 
	309.	 	Cancellation
	 
	 	 	All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in
this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed
by a Company Order; provided, however, that the Trustee shall not be
required to destroy such cancelled Securities.
	 
	310.	 	Computation of Interest
	 
	 	 	Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.
	 
	311.	 	CUSIP Numbers
	 
	 	 	The Company in issuing the Securities may use CUSIP numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in
notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee in writing of any change in the
CUSIP numbers.



27






 







	312.	 	Global Securities
	 
	 	 	Neither the Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by the Depositary.



SATISFACTION AND DISCHARGE




	401.	 	Satisfaction and Discharge of Indenture
	 
	 	 	This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when




	 	(1)	 	either:




	 	(A)	 	all Securities theretofore authenticated and
delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee
for cancellation; or
	 
	 	(B)	 	all such Securities not theretofore delivered to
the Trustee for cancellation:




	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at their
Stated Maturity within one year, or
	 
	 	(iii)	 	are to be called for redemption
within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,




	 	 	 	and the Company in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit
(in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;
	 
	 	(2)	 	the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and
	 
	 	(3)	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied
with.




	 	 	Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614
and, if money shall have been deposited with the Trustee pursuant to



28






 







	 	 	subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall
survive such satisfaction and discharge.
	 
	402.	 	Application of Trust Money
	 
	 	 	Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has
been deposited with the Trustee.



REMEDIES




	501.	 	Events of Default
	 
	 	 	Event of Default, wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




	 	(1)	 	default in the payment of the principal of or any premium on
any Security of that series at its Maturity and continuance of such
default for a 15 day or any such longer grace period established
therefor pursuant to Section 301; or
	 
	 	(2)	 	default in the payment of any interest upon any Security of
that series when it becomes due and payable, and continuance of such
default for a period of 30 days or such longer grace period as may
be established therefor pursuant to Section 301; or
	 
	 	(3)	 	default in the deposit of any sinking fund payment, when and
as due by the terms of a Security of that series and continuance of
such default for any grace period established therefore pursuant to
Section 301; or
	 
	 	(4)	 	default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a series of
Securities other than that series), and continuance of such default
or breach for a period of 90 days (or such other period, if any,
established pursuant to Section 301) after there has been given, by
registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a Notice of Default
hereunder; or
	 
	 	(5)	 	the entry of a decree or order by a court having jurisdiction
in the premises adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the
Company under any applicable bankruptcy, insolvency, reorganization
or other similar law of The Kingdom of Norway (hereinafter referred
to as Norwegian bankruptcy law), or



29






 







	 	 	 	a receiver,
liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order undischarged or unstayed and
in effect for a period of 60 consecutive days; or
	 
	 	(6)	 	the institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking
reorganization or relief under Norwegian bankruptcy law, or the
consent by it to the filing of such petition or to the appointment
of a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any
substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance
of any such action; or
	 
	 	(7)	 	any other Event of Default specified with respect to
Securities of that series as contemplated by Section 301(17).




	502.	 	Acceleration of Maturity; Rescission and Annulment
	 
	 	 	If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of
all the Securities of that series (or, if any Securities of that series
are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) to be
due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and
payable.
	 
	 	 	At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:




	 	(1)	 	the Company has paid or deposited with the Trustee a sum
sufficient to pay




	 	(A)	 	all overdue interest on all Securities of that
series,
	 
	 	(B)	 	the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than
by such declaration of acceleration and any interest thereon
at the rate or rates prescribed therefor in such Securities,
	 
	 	(C)	 	to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and
	 
	 	(D)	 	all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel;



30






 







	 	 	 	and:




	 	(2)	 	all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of
that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.




	 	 	No such rescission shall affect any subsequent default or impair any
right consequent thereon.
	 
	503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 
	 	 	The Company covenants that if:




	 	(1)	 	default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days or such longer grace period as may
be established therefor pursuant to Section 301, or
	 
	 	(2)	 	default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof and such
default continues for a 15 day or any such longer grace period
established therefor pursuant to Section 301,




	 	 	the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest and, to the
extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.
	 
	 	 	If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any
other proper remedy.
	 
	504.	 	Trustee May File Proofs of Claim
	 
	 	 	In case of any judicial proceeding relative to the Company or any other
obligor upon the Securities, its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section
607.




31










 




	 	 	No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding; provided, however, that the Trustee may, on behalf
of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors’ or other similar
committee.
	 
	505.	 	Trustee May Enforce Claims Without Possession of Securities
	 
	 	 	All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.
	 
	506.	 	Application of Money Collected
	 
	 	 	Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or
any premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:




	 	 	 	 	 
	 	 	
FIRST:
	 	To the payment of all amounts due the Trustee under Section 607;
	 	 	 	 	 
	 	 	
SECOND:
	 	Subject to Article Fourteen, to payment of Senior Debt;
	 	 	 	 	 
	 	 	
THIRD:
	 	Subject to Article Fourteen, to the payment of the amounts then
due and unpaid for principal of and any premium and interest on the
Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively;
and
	 	 	 	 	 
	 	 	
FOURTH:
	 	To the Company.




	507.	 	Limitation on Suits
	 
	 	 	No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:




	 	(1)	 	such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;
	 
	 	(2)	 	the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder;
	 
	 	(3)	 	such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to it



32






 







	 	 	 	against the costs, expenses and
liabilities to be incurred in compliance with such request;
	 
	 	(4)	 	the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
	 
	 	(5)	 	no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities
of that series;




	 	 	it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain
priority or
preference over any other of such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all of such Holders.
	 
	508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 
	 	 	Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to
Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent
of such Holder.
	 
	509.	 	Restoration of Rights and Remedies
	 
	 	 	If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had
been instituted.
	 
	510.	 	Rights and Remedies Cumulative
	 
	 	 	Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
	 
	511.	 	Delay or Omission Not Waiver
	 
	 	 	No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by



33






 





	 	 	this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.
	 
	512.	 	Control by Holders
	 
	 	 	The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:




	 	(1)	 	such direction shall not be in conflict with any rule of law
or with this Indenture, and
	 
	 	(2)	 	the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.




	513.	 	Waiver of Past Defaults
	 
	 	 	The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with
respect to such series and its consequences, except a default




	 	(1)	 	in the payment of the principal of or any premium or interest
on any Security of such series, or
	 
	 	(2)	 	in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.




	 	 	Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.
	 
	514.	 	Undertaking for Costs
	 
	 	 	In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, including
reasonable attorneys’ fees and expenses, in each case in the manner and
to the extent provided in the Trust Indenture Act; provided, however,
that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.
	 
	515.	 	Waiver of Usury, Stay or Extension Laws
	 
	 	 	The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension
law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein
granted to the Trustee, 



34






 





	 	 	but will suffer and permit the execution of every
such power as though no such law had been enacted.



THE TRUSTEE




	601.	 	Certain Duties and Responsibilities
	 
	 	 	The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers.
Whether or not therein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.
	 
	602.	 	Notice of Defaults
	 
	 	 	If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term default
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.
	 
	603.	 	Certain Rights of Trustee
	 
	 	 	Subject to the provisions of Section 601:




	 	(1)	 	the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document (whether in its
original or facsimile form) believed by it to be genuine and to have
been signed or presented by the proper party or parties;
	 
	 	(2)	 	any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company
Order, and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;
	 
	 	(3)	 	whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officers’
Certificate;
	 
	 	(4)	 	the Trustee may consult with counsel of its own selection and
the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;
	 
	 	(5)	 	the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this 



35






 





	 	 	 	Indenture,
unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such
request or direction;
	 
	 	(6)	 	the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine, personally or by agent or attorney, the books,
records and premises of the Company
during normal business hours on a business day with reasonable
prior notice at the reasonable expense of the Company and shall
incur no liability of any kind by reason of such inquiry or
investigation, unless such liability shall be determined to have
arisen from its gross negligence, bad faith or willful misconduct,
provided that the Trustee shall not be entitled to such information
which the Company is prevented from disclosing as a matter of law
or contract;
	 
	 	(7)	 	the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;
	 
	 	(8)	 	the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;
	 
	 	(9)	 	the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references
the Securities and this Indenture;
	 
	 	(10)	 	the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder; and
	 
	 	(11)	 	the Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant
to this Indenture.
	 
	 	(12)	 	the Trustee shall not be
responsible or liable for special, indirect or consequential loss or
damage of any kind whatsoever (including, but not limited to, loss or
profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action; provided, however, that the Trustee shall be liable
for such special, indirect or consequential loss or damage in the
event such loss or damage was the result of the Trustee’s bad
faith or willful misconduct.




	604.	 	Not Responsible for Recitals or Issuance of Securities
	 
	 	 	The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or
the proceeds thereof.



36






 







	605.	 	May Hold Securities
	 
	 	 	The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.
	 
	606.	 	Money Held in Trust
	 
	 	 	Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.
	 
	607.	 	Compensation and Reimbursement
	 
	 	 	The Company agrees:




	 	(1)	 	to pay to the Trustee as agreed upon in writing from time to
time reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express
trust);
	 
	 	(2)	 	except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or
advance determined to have been caused by its own negligence, bad
faith or willful misconduct; and
	 
	 	(3)	 	to indemnify fully the Trustee (and any predecessor Trustee)
for, and to hold it harmless against, any and all loss, liability,
claim, damage or expense (including reasonable attorneys’ fees and
expenses) incurred without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.




	 	 	When the Trustee incurs expenses or renders services in connection with
an Event of Default, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable
Federal or state bankruptcy, insolvency or other similar law.
	 
	 	 	The provisions of this Section 607 shall survive the resignation or
removal of the Trustee and the termination of this Indenture.
	 
	608.	 	Conflicting Interests
	 
	 	 	If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner



37






 





	 	 	provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to
have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series or a trustee
under any existing indentures in effect between the Company and the
Trustee, if applicable.
	 
	609.	 	Corporate Trustee Required; Eligibility
	 
	 	 	There shall at all times be a Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as
such, has a combined capital and surplus of at least $50,000,000 and has
its Corporate Trust Office in the Borough of Manhattan, The City of New
York. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the
extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any series
shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.
	 
	610.	 	Resignation and Removal; Appointment of Successor
	 
	 	 	No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with
the applicable requirements of Section 611.
	 
	 	 	The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition
at the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.
	 
	 	 	The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee
within 30 days following such removal, the Trustee may petition at the
expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.
	 
	 	 	If at any time:




	 	(1)	 	the Trustee shall fail to comply with Section 608 after
written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or
	 
	 	(2)	 	the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after



38






 





	 	 	 	written request therefor by the Company
or by any such Holder, or
	 
	 	(3)	 	the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,




	 	 	then, in any such case, (A) the Company by a Board Resolution may remove
the Trustee with respect to all Securities, or (B) subject to Section
514, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself or herself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.
	 
	 	 	If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of
Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section
611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself or herself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
the Securities of such series.
	 
	 	 	The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to
all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its
Corporate Trust Office.
	 
	611.	 	Acceptance of Appointment by Successor
	 
	 	 	In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly
assign,



39






 





	 	 	transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.
	 
	 	 	In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust
and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.
	 
	 	 	Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may
be.
	 
	 	 	No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible
under this Article.
	 
	612.	 	Merger, Conversion, Consolidation or Succession to Business
	 
	 	 	Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be otherwise
qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In the event that any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself
authenticated such Securities.



40






 







	613.	 	Preferential Collection of Claims Against Company
	 
	 	 	If and when the Trustee shall be or become a creditor of the Company or
any other obligor upon the Securities, the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of
claims against the Company or any such other obligor.
	 
	614.	 	Appointment of Authenticating Agent
	 
	 	 	The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued
upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in
this Section.
	 
	 	 	Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided that such
corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.
	 
	 	 	An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in the event
that such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section at any time, the Trustee may appoint
a successor Authenticating Agent which shall be acceptable to the Company
and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect



41






 






	 	 	as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.
	 
	 	 	The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 607.
	 
	 	 	If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:
	 
	 	 	This is one of the [describe Securities] of EKSPORTFINANS ASA referred to
in the within mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK 

As Trustee	 	Date:
	 	 	 	 	 	 	 
	 	 	
By	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	As Authenticating Agent	 	 
	 	 	 	 	 	 	 
	 	 	
By	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	Authorized Officer	 	 





	615.	 	Force Majeure
	 
	 	 	In no event shall the Company or
the Trustee be responsible or liable for any failure or delay in the
performance of the Trustee’s obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or
acts of god and interruptions; provided, however, that the
Trustee shall be responsible and liable for any such failure or delay
in the performance of its obligations under this Indenture caused by
its negligence, bad faith or willful misconduct.




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




	701.	 	Company to Furnish Trustee Names and Addresses of Holders
	 
	 	 	The Company will furnish or cause to be furnished to the Trustee:




	 	(1)	 	semi-annually, not later than 15 days after each Regular
Record Date in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of
Securities of each series as of such Regular Record Date; and
	 
	 	(2)	 	at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished;




	 	 	excluding from any such list names and addresses received by the Trustee
in its capacity as Security Registrar.
	 
	702.	 	Preservation of Information; Communications to Holders
	 
	 	 	The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in



42






 







	 	 	Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.
	 
	 	 	The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided
by the Trust Indenture Act.
	 
	 	 	Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of any of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.
	 
	703.	 	Reports by Trustee
	 
	 	 	The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant
thereto.
	 
	 	 	Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than June 15 in each
calendar year following the date hereof, so long as any Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the
Trustee no more than 60 nor less than 45 days prior thereto.
	 
	 	 	A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission, with the Company. The Company
will notify the Trustee when any Securities are listed on any stock
exchange or delisted therefrom.
	 
	704.	 	Reports by Company
	 
	 	 	The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such
summaries thereof, if any, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission. Delivery of such
reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




	801.	 	Company May Consolidate, Etc. Only on Certain Terms
	 
	 	 	The Company shall not consolidate with or merge with or into any other
Person or convey, transfer or lease all or substantially all of its
properties and assets substantially as an entirety to any Person, unless:



43






 







	 	(1)	 	either (a) the Company shall be the continuing corporation or
(b) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person
which acquires by conveyance, transfer or lease, the properties and
assets of the Company substantially as an entirety shall expressly
assume, by an indenture supplemental hereto, in form reasonably
satisfactory to the Trustee, the due and punctual delivery or
payment of the principal, any premium and any interest on all the
Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;
	 
	 	(2)	 	immediately after giving effect to such transaction, no Event
of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be
continuing; and
	 
	 	(3)	 	the Company or such Person has delivered to the Trustee an
Officers’ Certificate and Opinion of Counsel, as to which opinion
counsel may rely on the certificate as to factual matters, each
stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this
Article and all conditions precedent herein provided for or relating
to such transaction have been satisfied.




	802.	 	Successor Substituted
	 
	 	 	Upon any consolidation or merger or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company
under the Securities and this Indenture with the same effect as if such
successor had been named as the Company herein; and thereafter, except in
the case of a lease, the Company shall be discharged of all obligations
and covenants under this Indenture and the Securities.



SUPPLEMENTAL INDENTURES




	901.	 	Supplemental Indentures Without Consent of Holders
	 
	 	 	Without the consent of any Holders, the Company, when authorized by
respective Board Resolutions, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:




	 	(1)	 	to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or
	 
	 	(2)	 	to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power
herein conferred upon the Company; or
	 
	 	(3)	 	to add any additional Events of Default for the benefit of
the Holders of all or any series



44






 





	 	 	 	of Securities (and if such
additional Events of Default are to be for the benefit of less than
all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such
series); or
	 
	 	(4)	 	to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in
uncertificated form; or
	 
	 	(5)	 	to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i)
apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or
	 
	 	(6)	 	to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or
	 
	 	(7)	 	to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611; or
	 
	 	(8)	 	to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture or any
supplemental Indenture, provided that such action pursuant to this
Clause (8) shall not adversely affect the interests of the Holders
of Securities of any series in any material respect.




	902.	 	Supplemental Indentures With Consent of Holders
	 
	 	 	With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by respective Board
Resolutions, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of
Securities
of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,




	 	(1)	 	change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of
the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which,
any Security or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or,



45






 







	 	 	 	in the case of
redemption, on or after the Redemption Date), or modify the
provisions of this Indenture with respect to the subordination of
the Securities in a manner adverse to the Holder, or
	 
	 	(2)	 	reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or
	 
	 	(3)	 	modify any of the provisions of this Section, Section 513 or
Section 1007, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to
changes in the references to the Trustee and concomitant changes in
this Section and Section 1007, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(5).




	 	 	A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or
which modifies the rights of the Holders of Securities of such series
with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of
any other series.
	 
	 	 	It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.
	 
	903.	 	Execution of Supplemental Indentures
	 
	 	 	In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.
	 
	904.	 	Effect of Supplemental Indentures
	 
	 	 	Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.
	 
	905.	 	Conformity with Trust Indenture Act
	 
	 	 	Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.



46






 







	906.	 	Reference in Securities to Supplemental Indentures
	 
	 	 	Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.



COVENANTS




	1001.	 	Payment of Principal, Premium and Interest
	 
	 	 	The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.
	 
	1002.	 	Maintenance of Office or Agency
	 
	 	 	So long as the Securities remain Outstanding, the Company will maintain
in each Place of Payment for any series of Securities an office or agency
where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give written notice to the
Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee.
	 
	 	 	The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however, that no such
designation or rescission shall relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of
any series for such purposes. The Company
will give written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.
	 
	1003.	 	Money for Securities Payments to Be Held in Trust; Paying Agent
	 
	 	 	If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium
and interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.
	 
	 	 	Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as



47






 







	 	 	provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.
	 
	 	 	The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will
(a) comply with the provisions of the Trust Indenture Act applicable to
it as a Paying Agent and (b) during the continuance of any default by the
Company (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon
the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the
Securities of that series.
	 
	 	 	The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by
the Company or any Paying Agent to the Trustee, the Company or such
Paying Agent shall be released from all further liability with respect to
such money.
	 
	 	 	Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two
years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.
	 
	1004.	 	Statement by Officers as to Default
	 
	 	 	The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an
Officers’ Certificate, stating whether or not to the best
knowledge of the signatories thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions
of this Article and whether an Event of Default has occurred and, if the
Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge. The Company shall
deliver to the Trustee, as soon as possible and in any event within 10
business days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers’ Certificate
setting forth details of such Event of Default or default and actions
which the Company proposes to take with respect thereto.
	 
	1005.	 	Existence
	 
	 	 	Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its
existence.



48






 







	1006.	 	Payments of Additional Amounts
	 
	 	 	All payments in respect of the Securities, including without limitation,
payments of principal interest, if any, and premium, if any, shall be
made by the Company without withholding or deduction for or on account of
any present or future taxes, duties, levies, or other governmental
charges of whatever nature in effect on the date of the Indenture or
imposed or established in the future by or on behalf of The Kingdom of
Norway or any authority thereof (a Norwegian Tax). In the event any such
Norwegian Tax is so imposed or established, the Company shall pay such
additional amounts (Additional Amounts) as may be necessary in order that
the net amounts receivable by each Holder after any payment, withholding
or deduction in respect of such Norwegian Tax shall equal the respective
amounts of principal, interest, if any, and premium, if any, which would
have been receivable in respect of the Security in the absence of such
payment, withholding or deduction; provided, however, that the amounts
with respect to the Norwegian tax shall be payable only to Holders that
are not residents in The Kingdom of Norway for purposes of its tax; and
provided further, that the Company shall not be required to make any
payment of Additional Amounts for or on account of:




	 	(1)	 	any tax, assessment or other governmental charge that would
not have been imposed but for the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over
such Holder, if such Holder is an estate, trust, partnership or
corporation) and The Kingdom of Norway, or any political subdivision
or territory or possession thereof or therein or area subject to its
jurisdiction, including, without limitation, such Holder (or such
fiduciary, settlor, beneficiary, member, shareholder or possessor)
being or having been a citizen or resident thereof or treated as a
resident thereof or being or having been present or engaged in a
trade or business therein or having or having had a permanent
establishment therein, but excluding the mere holding of the
Securities or the receipt of principal, any interest or any premium
on the Securities;
	 
	 	(2)	 	any tax, assessment or other governmental charge that would
not have been imposed but for the presentation of a Security (where
presentation is required) for payment on the date more than 30 days
after the date on which such payment became due and payable or the
date on which payment thereof was duly provided for, whichever
occurred later;
	 
	 	(3)	 	any estate, inheritance, gift, sales, transfer, personal
property or similar tax, assessment or
other governmental charge;
	 
	 	(4)	 	any tax, assessment or other governmental charge which is
payable other than by withholding from payments of (or in respect
of) principal of or any premium or any interest on the Securities;
	 
	 	(5)	 	any tax, assessment or other governmental charge that would
not have been imposed or withheld if such Holder had made a
declaration of non-residence or other similar claim for exemption or
presented any applicable form of certificate, upon the making or
presentation of which that Holder would either have been able to
avoid such tax, assessment or charge or to obtain a refund of such
tax, assessment or charge;
	 
	 	(6)	 	any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from any payment of principal of,
premium, if any, or any interest on, any Security, if such payment
can be made without such withholding by any other paying



49






 







	 	 	 	agent;
	 
	 	(7)	 	any withholding or deduction in respect of a payment which is
required to be made pursuant to European Council Directive
2003/48/EC, or any other directive implementing the conclusions of
the ECOFIN Council meeting of 26th-27th November, 2000, or any law
implementing or complying with, or introduced in order to conform
to, such a directive; or
	 
	 	(8)	 	any combination of items above;




	 	 	nor shall Additional Amounts be paid with respect to any payment of the
principal of, premium, if any, or any interest on any Security to any
such Holder who is a fiduciary or a partnership or a beneficial owner who
is other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner would not have been entitled to such
Additional Amount had it been the Holder of the Security.
	 
	 	 	Whenever in this Indenture there is a reference, in any context, to the
payment of the principal of, interest, if any, on, or in respect of, any
Security, such payment shall be deemed to include the payment of
Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect of such payment pursuant
to the provisions hereof or thereof and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.
	 
	1007.	 	Waiver of Certain Covenants
	 
	 	 	Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with
any term, provision or condition set forth in any covenant provided
pursuant to Section 301(19), 901(2) or 901(6) for the benefit of the
Holders of such series or in any of Sections 1001 to 1006, inclusive, if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by
Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.
	 
	1008.	 	Calculation of Original Issue Discount
	 
	 	 	Upon the written request of the Trustee, the Company shall provide to the
Trustee on a timely basis such information as the Trustee reasonably
requires to enable the Trustee to prepare and file any form required to
be submitted by the Company to the Internal Revenue Service and the
Holders of the Securities relating to original issue discount.



50






 






REDEMPTION OF SECURITIES




	1101.	 	Applicability of Article
	 
	 	 	Securities of any series that are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities)
in accordance with this Article.
	 
	1102.	 	Election to Redeem; Notice to Trustee
	 
	 	 	The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or Company Order or in another manner specified as
contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company of less than all the Securities
of any series (including any such redemption affecting only a single
Security), the Company shall, not more than 60 nor less than 45 days
prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to
be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.
	 
	1103.	 	Selection by Trustee of Securities to Be Redeemed
	 
	 	 	If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60
nor less than 30 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem appropriate and
which may provide for the selection for redemption of a portion of the
principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 nor less
than 30 days
prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.
	 
	 	 	The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal
amount thereof to be redeemed.
	 
	 	 	The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security.
	 
	 	 	For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed



51






 







	 	 	only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.
	 
	1104.	 	Notice of Redemption
	 
	 	 	Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his or her last
address appearing in the Security Register. Any notice which is mailed in
the manner provided herein shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice. Failure to
give notice by mail, or any defect in the notice to the Holder of any
security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of
any other security of such series.
	 
	 	 	All notices of redemption shall state:




	 	(1)	 	the Redemption Date,
	 
	 	(2)	 	the Redemption Price and premium, if any,
	 
	 	(3)	 	if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to
be redeemed and, if less than all the Outstanding Securities of any
series consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed,
	 
	 	(4)	 	that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after
said date,
	 
	 	(5)	 	the place or places where each such Security is to be
surrendered for payment of the Redemption Price,
	 
	 	(6)	 	that the redemption is for a sinking fund, if such is the
case, and
	 
	 	(7)	 	applicable CUSIP or other identifying numbers.




	 	 	Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s request at
least 45 days prior to the Redemption Date, by the Trustee in the name
and at the expense of the Company and shall be irrevocable.
	 
	1105.	 	Deposit of Redemption Price
	 
	 	 	Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities which are to be redeemed on that date.



52






 







	1106.	 	Securities Payable on Redemption Date
	 
	 	 	Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date such
Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.
	 
	 	 	If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid
or duly provided for, bear interest from the Redemption Date at the rate
and in the manner prescribed therefor in the Security.
	 
	1107.	 	Securities Redeemed in Part
	 
	 	 	Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his or her attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.
	 
	1108.	 	Redemption for Tax Reasons
	 
	 	 	If at any time subsequent to the issuance of Securities of any series as
a result of any change in, or amendment to, the laws or regulations or
rulings of The Kingdom of Norway or any other nation or government or of
any political subdivision thereof or any authority therein or thereof
having power to tax or as a result of any regulations or rulings or any
amendment to or change in the application or official interpretation of
such laws, regulations or rulings, the Company becomes, or will become,
obligated to pay any Additional Amounts and such obligations cannot be
avoided by the Company taking reasonable measures available to it, the
Securities of any such series shall
be redeemable as a whole (but not in part), at the option of the Company
at any time upon not less than 30 nor more than 60 days’ notice given to
the Holders at the principal amount of such Securities together with
accrued interest thereon (of, if any such Securities are Original Issue
Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to the date fixed
for redemption (the Tax Redemption Date). The Company will also pay to
the Holders of Securities of such series on the Tax Redemption Date any
Additional Amounts which would otherwise be payable. In order to effect
a redemption of Securities of this series as described in this paragraph,
the Company shall deliver to the Trustee not more than 60 nor less than
30 days prior to the Tax Redemption Date: (i) a written notice stating
that the Securities of this series are to be redeemed as a whole and (ii)
an opinion of independent legal counsel of recognized standing selected
by the Company to the effect that the Company has or will become
obligated to pay Additional Amounts as a result of such change or



53






 





	 	 	amendment. The notice shall additionally specify the Tax Redemption Date.
The Trustee shall be entitled to rely conclusively upon the information
so furnished by the Company in such notice and shall be under no duty to

check the accuracy or completeness thereof.



SINKING FUNDS




	1201.	 	Applicability of Article
	 
	 	 	The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.
	 
	 	 	The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a mandatory sinking fund
payment, and any payment in excess of such minimum amount provided for by
the terms of such Securities is herein referred to as an optional sinking
fund payment. If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to
the redemption of Securities as provided for by the terms of such
Securities.
	 
	1202.	 	Satisfaction of Sinking Fund Payments with Securities
	 
	 	 	The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to any Securities of such series
required to be made pursuant to the terms of such Securities as and to
the extent provided for by the terms of such Securities; provided that
the Securities to be so credited have not been previously so credited.
The Securities to be so credited shall be received and credited for such
purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.
	 
	1203.	 	Redemption of Securities for Sinking Fund
	 
	 	 	Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company shall deliver to the Trustee a written statement
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 1202, and shall also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days prior to
each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.
Failure of the Company, on or before any such forty-fifth day, to deliver
such written statement and Securities specified in this Section 1203, if
any, shall not constitute a default, but shall constitute, on and as of
such date, the irrevocable election if the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking
fund



54






 





	 	 	payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii)
that the Company will make no optional sinking fund payment with respect
to such series as provided for by the terms of the Securities.



DEFEASANCE AND COVENANT DEFEASANCE




	1301.	 	Company’s Option to Effect Defeasance or Covenant Defeasance
	 
	 	 	The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 301 as being defeasible
pursuant to such Section 1302 or 1303, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with
the conditions set forth below in this Article Thirteen. Any such
election shall be evidenced by a Board Resolution or a Company Order or
in another manner specified as contemplated by Section 301 for such
Securities.
	 
	1302.	 	Defeasance and Discharge
	 
	 	 	Upon the Company’s exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its
obligations, and, if applicable, the provisions of Article Fourteen shall
cease to be effective, with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section
1304 are satisfied (hereinafter called Defeasance). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee shall
execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and
any premium and interest on such Securities when payments are due, (2)
the Company’s obligations with respect to
such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder
and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to
any Securities notwithstanding the prior exercise of its option (if any)
to have Section 1303 applied to such Securities.
	 
	1303.	 	Covenant Defeasance
	 
	 	 	Upon the Company’s exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under any
covenants provided pursuant to Section 301(19), 901(2) or 901(6) for the
benefit of the Holders of such Securities, (2) the occurrence of any
event specified in Sections 501(4) (with respect to any such covenants
provided pursuant to Section 301(19), 901(2) or 901(6) and 501(7) shall
be deemed not to be or result in an Event of Default and (3) the
provisions of Article Fourteen, if applicable, shall cease to be
effective, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section
1304 are satisfied (hereinafter called Covenant Defeasance). For this
purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in



55






 







	 	 	any such specified Section (to the extent so specified in the case of
Section 501(4)) or Article Fourteen, if applicable, whether directly or
indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected
thereby.
	 
	1304.	 	Conditions to Defeasance or Covenant Defeasance
	 
	 	 	The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the
case may be:




	 	(1)	 	The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with
the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of
any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or any such
other qualifying trustee) to pay and discharge, the principal of and
any premium and interest on such Securities on the respective Stated
Maturities, in accordance with the terms of this Indenture and such
Securities. As used herein, U.S. Government Obligation means (x) any
security which is (i) a direct obligation of the United States of
America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case
(i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.
	 
	 	(2)	 	In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the
date of this instrument, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such



56






 







	 	 	 	Securities and will be
subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.
	 
	 	(3)	 	In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such
Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.
	 
	 	(4)	 	The Company shall have delivered to the Trustee an Officers’
Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such deposit.
	 
	 	(5)	 	No event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the
time of such deposit or, with regard to any such event specified in
Section 501(5), at any time on or prior to the 90th day after the
date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).
	 
	 	(6)	 	Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the
Trust Indenture Act (assuming all Securities are in default within
the meaning of such Act).
	 
	 	(7)	 	Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which
it is bound.
	 
	 	(8)	 	Such Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act unless such
trust shall be registered under such Act or exempt from registration
thereunder.
	 
	 	(9)	 	If Article Fourteen is applicable to such Securities, at the
time of such deposit, (A) no default in the payment of any principal
of or premium or interest on any Senior Debt shall have occurred and
be continuing, (B) no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and
continuing to be, due and payable prior to the date on which it
would otherwise have become due and payable (unless payment of such
Senior Debt has been made or duly provided for), and (C) no other
event of default with respect to any Senior Debt shall have occurred
and be continuing permitting (after notice or lapse of time or both)
the holders of such Senior Debt (or a trustee on behalf of such
holders) to declare such Senior Debt due and payable prior to the
date on which it would otherwise have become due and payable.
	 
	 	(10)	 	The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.



57






 







	1305.	 	Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 
	 	 	Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 1306, the Trustee and any such other
trustee are referred to collectively as the Trustee) pursuant to Section
1304 in respect of any Securities shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such
Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities, of all sums
due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other
funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of
Article Fourteen.
	 
	 	 	The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of
Outstanding Securities.
	 
	 	 	Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided
in Section 1304 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, are in excess
of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with
respect to such Securities.
	 
	1306.	 	Reinstatement
	 
	 	 	If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the
Company has been discharged or released pursuant to Section 1302 or 1303
shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time
as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such Securities in
accordance with this Article; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.



SUBORDINATION OF SECURITIES




	1401.	 	Applicability of Article
	 
	 	 	The provisions of this Article shall be applicable to the Securities of
any series specified as subordinated as contemplated by Section 301 for
Securities of such series.



58






 







	1402.	 	Securities Subordinate to Senior Debt
	 
	 	 	The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities and the payment of the principal of (and
premium, if any) and interest on each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt.
	 
	1403.	 	Payment Over of Proceeds Upon Dissolution, Etc.
	 
	 	 	In the event of (a) any insolvency or bankruptcy, or any receivership,
liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company, (b) any liquidation,
dissolution or other winding up of the Company, or (c) any general
assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company then and in any such event the
holders of Senior Debt shall be entitled to receive payment in full of
all amounts due or to become due on or in respect of all Senior Debt, or
provision shall be made for such payment in cash or U.S. Government
Obligations before the Holders of the Securities are entitled to receive
any payment on account of principal of (or premium, if any) or interest
on the Securities and to that end the holders of Senior Debt shall be
entitled to receive, for application to the payment thereof, any payment
or distribution of any kind or character, whether in cash, property or
securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities which
may be payable or deliverable in respect of the Securities in any such
insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution or other winding up event.
	 
	 	 	In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received
any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities,
including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities before all
Senior Debt is paid in full or payment thereof provided for, and if such
fact shall, at or prior to the time of such payment or distribution, have
been made known to the Trustee or, as the case may be, such Holder, then
and in such event such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidator,
custodian, assignee, sequestrator or other Person making payment or
distribution of assets of the Company for application to the payment of
all Senior Debt remaining unpaid, to the extent necessary to pay all
Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.
	 
	 	 	For purposes of this Article only, the words cash, property or securities
shall not be deemed to include shares of equity of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment
which are subordinated in right of payment to all Senior Debt which may
at the time be outstanding to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in
this Article. The consolidation of the Company with, or the merger of
the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a dissolution,
winding up,



59






 







	 	 	liquidation, reorganization, assignment for the benefit of
creditors or marshalling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the
case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article Eight.
	 
	1404.	 	Prior Payment to Senior Debt Upon Acceleration of Securities
	 
	 	 	In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of Senior Debt
shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of such Senior Debt, or provision shall be
made for such payment in cash or U.S. Government Obligations, before the
Holders of the Securities are entitled to receive any payment (including
any payment which may be payable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the
Securities) by the Company on account of the principal of (or premium, if
any) or interest on the Securities or on account of the purchase or other
acquisition of Securities; provided, however, that nothing in this
Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Twelve by delivering and crediting pursuant to
Section 1202 Securities which have been acquired (upon redemption or
otherwise) prior to such declaration of acceleration.
	 
	 	 	In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by
the foregoing provisions of this Section, and if such fact shall, at or
prior to the time of such payment, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.
	 
	 	 	The provisions of this Section shall not apply to any payment with
respect to which Section 1403 would be applicable.
	 
	1405.	 	No Payment When Senior Debt in Default
	 
	 	 	(a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Debt beyond any applicable grace period with respect thereto, or in the
event that any event of default with respect to any Senior Debt shall
have occurred and be continuing, unless and until such event of default
shall have been cured or waived or shall have ceased to exist, or (b) in
the event any judicial proceeding shall be pending with respect to any
such default, then no payment (including any payment which may be payable
by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities) shall be made by the
Company on account of principal of (or premium, if any) or interest on
the Securities or on account of the purchase or other acquisition of
Securities; provided, however, that nothing in this Section shall prevent
the satisfaction of any sinking fund payment in accordance with Article
Twelve by delivering and crediting pursuant to Section 1202 Securities
which have been acquired (upon redemption or otherwise) prior to such
default.
	 
	 	 	In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by
the foregoing provisions of this Section, and if such fact shall, at or
prior to the time of such payment, have been made known to the Trustee



60






 







	 	 	or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.
	 
	 	 	The provisions of this Section shall not apply to any payment with
respect to which Section 1403 would be applicable.
	 
	1406.	 	Payment Permitted if No Default
	 
	 	 	Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company at any time except
during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other
marshalling of assets and liabilities of the Company referred to in
Section 1403 or under the conditions described in Section 1404 or 1405,
from making payments at any time of principal of (and premium, if any) or
interest on the Securities, or (b) the application by the Trustee of any
money deposited with it hereunder to the payment of or on account of the
principal of (and premium, if any) or interest on the Securities or the
retention of such payment by the Holders, if, at the time of such
application by the Trustee, a Responsible Officer of the Trustee did not
have actual knowledge that such payment would have been prohibited by the
provisions of this Article.
	 
	1407.	 	Subrogation to Rights of Holders of Senior Debt
	 
	 	 	Subject to the payment in full of all Senior Debt, the Holders of the
Securities shall be subrogated to the rights of the holders of such
Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of (and
premium, if any) and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property
or securities to which the Holders of the Securities or the Trustee would
be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior
Debt by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt and the Holders
of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.
	 
	1408.	 	Provisions Solely to Define Relative Rights
	 
	 	 	The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Debt on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall (a) impair, as among the Company
its creditors other than holders of Senior Debt and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of
(and premium, if any) and interest on the Securities as and when the same
shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of Senior
Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such
Holder.



61






 







	1409.	 	Trustee to Effectuate Subordination
	 
	 	 	Each holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.
	 
	1410.	 	No Waiver of Subordination Provisions
	 
	 	 	No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such
holder, or by any non-compliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.
	 
	 	 	Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided
in this Article or the obligations hereunder of the Holders of the
Securities to the holders of Senior Debt, do any one or more of the
following: (a) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is
outstanding; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise
securing Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt; and (d) exercise or refrain from exercising
any rights against the Company and any other Person.
	 
	1411.	 	Notice to Trustee
	 
	 	 	The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in
respect of the Securities unless and until the Trustee shall have
received written notice thereof from the Company or a holder of Senior
Debt or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist.
	 
	 	 	Subject to the provisions of Section 601, the Trustee shall be entitled
to rely conclusively on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Debt (or a trustee
therefor) to establish that such notice has been given by a holder of
Senior Debt (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person
under this Article, and if



62






 







	 	 	such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment.
	 
	1412.	 	Reliance on Judicial Order or Certificate of Liquidating Agent
	 
	 	 	Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 601, and
the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of
the Senior Debt and other indebtedness of the Company the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article.
	 
	1413.	 	Trustee Not Fiduciary for Holders of Senior Debt
	 
	 	 	The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash,
property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.
	 
	1414.	 	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights
	 
	 	 	The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of
Senior Debt, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.
	 
	 	 	Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.
	 
	1415.	 	Article Applicable to Paying Agents
	 
	 	 	In the event that, at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder,
the term Trustee as used in this Article shall (unless the context
otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as
if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Section 1414 shall not
apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.



This instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


63






 


In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 
	EKSPORTFINANS ASA	 	THE BANK OF NEW YORK, as Trustee
	 	 	 	 	 	 	 
	By:	 	/s/ Tor F. Johansen	 	By:	 	/s/ Paul Pereira
	 	 	


	 	 	 	

	 	 	
Name: Tor F. Johansen
	 	 	 	Name: Paul Pereira
	 	 	Title: President and CEO	 	 	 	
Title: Assistant Vice President





64