EX-4.6



 




Exhibit
4.6



SUPPLEMENTAL
INDENTURE NO. 1




     Supplemental Indenture No. 1, dated September 23, 1997 (“Supplemental Indenture No. 1”),
between SAGA PETROLEUM ASA, a corporation duly organized and existing under the laws of the Kingdom
of Norway (the “Company”), CITIBANK, N.A., a national banking association duly organized and
existing under the laws of the United States of America, as Trustee under the Indenture (as defined
below) with respect to the 8.40% Notes Due July 15, 2004 and the 9.125% Debentures Due July 15,
2014 of the Company (collectively the “Securities”) (“Citibank”), and THE CHASE MANHATTAN BANK, a
New York banking corporation duly organized and existing under the laws of the State of New York,
with its Corporate Trust Office at 450 West 33rd Street, 15th Floor, New York, N.Y. 10001, U.S.A.
(Attn: International and Project Finance Group), as Trustee with respect to the New Securities (as
defined below) (“Chase”), to the Indenture, dated as of July 8, 1994 (the “Indenture”), between the
Company and Citibank, as Trustee. Capitalized terms used herein without definition shall have the
respective meanings set forth in the Indenture.



Recitals




     The Company has heretofore executed the Indenture which provides for the issuance from time to
time of series of the Company’s Securities.



     The Company intends to offer, in one or more series, unsecured debentures, notes or other
evidences of indebtedness in an aggregate amount not exceeding $700,000,000 (collectively, the “New
Securities”), pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-7444), as
filed with the U.S. Securities and Exchange Commission.



     With respect to the New Securities, the Company wishes to appoint Chase as Trustee under the
Indenture and Chase wishes to accept such appointment.



     For and in consideration of the covenants contained herein, the parties hereto agree as
follows:



ARTICLE I

Relation to Indenture




     This Supplemental Indenture No. 1 is entered into pursuant to Section 8.1(8) of the Indenture
and constitutes an integral part of the Indenture. The Indenture, as supplemented and amended by
this Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and confirmed.



ARTICLE II

Appointment of Trustee with Respect to the New Securities




     The Company hereby appoints Chase as Trustee with respect to the New Securities pursuant to
Section 5.10(e) of the Indenture, with all of the rights, powers, trusts and duties of a Trustee
under the Indenture.













 





ARTICLE III

Acceptance of Appointment




     Chase hereby accepts the appointment as Trustee with respect to the New Securities under the
Indenture and in furtherance thereof accepts and assumes all of the rights, powers, trusts and
duties of Trustee in connection with the New Securities. Chase will perform said trusts and will
exercise said rights, powers and duties upon the terms and conditions in the Indenture, as amended
from time to time.



ARTICLE IV

Trustee with Respect to the Securities




     Citibank shall remain Trustee with respect to the Securities under the Indenture.



ARTICLE V

Representations and Warranties




     Chase hereby represents and warrants that it is eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and otherwise in accordance with Section 5.9 of the Indenture.



ARTICLE VI

Agreement to Execute Necessary Documents




     Each of the Company, Citibank and Chase hereby agrees, upon the request of one of the other
parties hereto, to execute, acknowledge and deliver such further instruments of conveyance and
assurance and to do such other things as may be required for more fully and certainly: (i)
vesting and confirming in Chase, as trustee with respect to the New Securities, all of the rights,
powers, trusts and duties of a Trustee under the Indenture; and (ii) providing for and
facilitating the administration of trusts under the Indenture by more than one Trustee, it being
understood that nothing in this Supplemental Indenture No. 1 shall constitute such Trustees as
co-trustees of the same trust and that each of Citibank and Chase shall be trustee of a trust or
trusts under the Indenture separate and apart from any trust or trusts thereunder administered by
the other one or any third trustee duly appointed pursuant to the Indenture.



ARTICLE VII

Effectiveness of Resignation, Appointment and Acceptance




     Chase’s appointment and acceptance as Trustee with respect to the New Securities shall be
effective upon the execution and delivery hereof by all of the parties hereto.



ARTICLE VIII

Governing Law




     THIS SUPPLEMENTAL INDENTURE NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.













 





ARTICLE IX

Miscellaneous




     This Supplemental Indenture No. 1 may be executed in any number of counterparts, each of which
shall be an original but such counterparts shall together constitute but one and the same
instrument.













 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be
duly executed by their respective officers thereunto duly authorized as of the day and year first
written above.


 



	 	 	 	 	 
	 	SAGA PETROLEUM ASA

 	 
	 	By:  	/s/
Jan Petter Valheim

 	 
	 	 	Name:  	Jan Petter Valheim 	 
	 	 	Title:  	Head of Finance 	 



	 	 	 	 	 
	 	

CITIBANK, N.A., as Trustee with

respect to the Securities

 	 
	 	By:  	/s/ Ronald L. Pierce
 	 
	 	 	Name:  	Ronald L. Pierce 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE CHASE MANHATTAN

BANK, as Trustee with respect

to the New Securities

 	 
	 	By:  	/s/ Annette M. Marsula
 	 
	 	 	Name:  	Annette M. Marsula 	 
	 	 	Title:  	Assistant Vice President