EX-4.7



 




Exhibit
4.7



SUPPLEMENTAL INDENTURE NO. 2




     SUPPLEMENTAL INDENTURE NO. 2, dated as of May 19, 2000 (“Supplemental Indenture No. 2”),
among:




	(1)	 	Saga Petroleum AS, a corporation duly organized and existing under the laws of the Kingdom of
Norway (the “Company”);






	(2)	 	Citibank, N.A., a national banking association duly organized and existing under the laws of
the United States of America (“Citibank”), as Trustee under the Indenture (as defined below)
with respect to the 8.40% Notes Due July 15, 2004 (the “Saga 2004 Notes”) and the 9.125%
Debentures Due July 15, 2014 (the “Saga 2014 Debentures”) of the Company (the Saga 2004 Notes
and the Saga 2014 Debentures being collectively referred to as the “Original Securities”); and






	(3)	 	The Chase Manhattan Bank, a New York banking corporation duly organized and existing under
the laws of the State of New York (“Chase,” and collectively with Citibank, the “Trustees”),
as Trustee under the Indenture with respect to the 71/4% Debentures Due September 23, 2027 (the
“Saga 2027 Debentures”) of the Company (the Original Securities together with the Saga 2027
Debentures being collectively referred to as the “Indenture Securities”);





     to the Indenture, dated as of July 8, 1994, between the Company and Citibank, as Trustee, as
amended by Supplemental Indenture No. 1, dated September 23, 1997, among the Company and the
Trustees (the Indenture, as so amended, being referred to as the “Indenture”).



Recitals





	A.	 	Section 8.2 of the Indenture provides that the Company, when authorized by a Board
Resolution, and the Trustees may, with the consent of Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected thereby,
enter into one or more indentures supplemental to the Indenture to, except as otherwise
provided in clauses (1) through (4) of Section 8.2, add any provisions to or change or
eliminate any provisions of the Indenture or modify the rights of the Holders of Securities of
such series under the Indenture.






	B.	 	Under the terms of a certain Prospectus and Consent Solicitation Statement, dated April 20,
2000, Norsk Hydro ASA, a corporation duly organized and existing under the laws of the Kingdom
of Norway (“Norsk Hydro”), of which the Company is now an indirect, wholly-owned subsidiary,
has solicited and obtained the consent of Holders of not less than a majority in aggregate
principal amount of each series of the Indenture Securities to permit the Trustees to enter
into this Supplemental Indenture No. 2 in the manner provided herein, in accordance with the
terms of the Indenture.






	C.	 	All things necessary to make this Supplemental Indenture No. 2 a valid agreement of the
Company, in accordance with its terms, have been done.














 











ARTICLE I




Definitions and Construction




     Capitalized terms used but not defined in this Supplemental Indenture No. 2 shall have the
meanings ascribed to them in the Indenture. References in this Supplemental Indenture No. 2 to
Article or Section numbers shall be deemed to be references to section numbers of the Indenture.



ARTICLE II




Relation to Indenture




     2.1 Effect of Supplemental Indenture No 2. This Supplemental Indenture No. 2 is entered into
pursuant to Section 8.2 of the Indenture. Except insofar as herein otherwise expressly provided,
all the definitions, provisions, terms and conditions of the Indenture shall be deemed to be
incorporated in and made a part of this Supplemental Indenture No. 2; and the Indenture, as amended
and supplemented by this Supplemental Indenture No. 2, is in all respects hereby adopted, ratified
and confirmed; and the Indenture and this Supplemental Indenture No. 2 shall be read, taken and
considered as one and the same instrument for all purposes and every Holder of Securities of any
series authenticated and delivered under the Indenture shall be bound hereby.



     2.2 Deliverables to the Trustees. Simultaneously with and as a condition to the execution of
this Supplemental Indenture No. 2, the Company is delivering to the Trustees:



     (a) as provided in Section 8.2 of the Indenture, a Board Resolution authorizing the execution
of this Supplemental Indenture No. 2;



     (b) as provided in Section 8.3 of the Indenture, an Opinion of Counsel, in the form attached
hereto as Exhibit A; and



     (c) as provided in Section 1.2 of the Indenture, an Officer’s Certificate, in the form
attached hereto as Exhibit B.



     2.3 Effective Date. This Supplemental Indenture No. 2 shall take effect as of the execution
hereof by all parties.



ARTICLE III




Amendment of the Indenture




     3.1 Deletion of Certain Definitions. Article I of the Indenture is hereby amended by deleting
therefrom the following definitions in their entirety:



     “Attributable Debt”;




     “Consolidated Net Tangible Assets”;













 





     “Debt”;





     “Funded Debt”;




     “Net Proceeds”;




     “Principal Property”;




     “Restricted Subsidiary”; and




     “Sale and Leaseback Transactions.”




     3.2 Modification of “Events of Default” Provisions. Section 4.1 of the Indenture is amended
by:



     (a) deleting from clause (5) thereof the words “or any of its Restricted Subsidiaries”; and



     (b) deleting from clause (5) thereof the number “$20,000,000” and inserting thereof the number
“$25,000,000”.



     3.3 Modification of Article VII of the Indenture (“Consolidation, Merger or Sale by the
Company”). Section 7.1 of the Indenture is amended by:



     (a) deleting therefrom clause (3) in its entirety and inserting in lieu thereof “(3)
[Intentionally Omitted]”; and



     (b) deleting therefrom clause (4) in its entirety and inserting in lieu thereof “(4)
[Intentionally Omitted].”



     3.4 Deletion of Certain Covenants of the Company. Article IX to the Indenture is amended by:



     (a) deleting therefrom Section 9.7 (“Maintenance of Properties”) in its entirety and inserting
in lieu thereof “Section 9.7. [Intentionally Omitted]”;



     (b) deleting therefrom Section 9.8 (“Payment of Taxes and Other Claims”) in its entirety and
inserting in lieu thereof “Section 9.8 [Intentionally Omitted]”;



     (c) deleting therefrom Section 9.9 (“Limitation on Liens”) in its entirety and inserting in
lieu thereof “Section 9.9. [Intentionally Omitted)”;



     (d) deleting therefrom Section 9.10 (“Limitation of Sale and Leaseback Transactions”) in its
entirety and inserting in lieu thereof “Section 9.10. [Intentionally Omitted]”;



     (e) deleting therefrom Section 9.11 (“Provision of Financial Statements”) in its entirety and
inserting in lieu thereof “Section 9.11. [Intentionally Omitted].”













 





ARTICLE IV




No New Indenture Securities




     The Company shall not be required to prepare and execute, and the Trustees shall not be
required to authenticate and deliver in exchange for outstanding Indenture Securities, any new
Securities to conform to this Supplemental Indenture No. 2.



ARTICLE V




Governing Law




     THIS SUPPLEMENTAL INDENTURE NO. 2 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



ARTICLE VI




Miscellaneous




     6.1 Correctness of Recitals. The recitals herein contained are made by the Company and not by
the Trustees, and the Trustees assume no responsibility for the correctness thereof. The Trustees
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture No. 2.



     6.2 Separability. In case any provision of this Supplemental Indenture No. 2 or the Indenture
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.



     6.3 Counterparts. This Supplemental Indenture No. 2 may be executed in any number of
counterparts, each of which shall be an original, but all counterparts shall together constitute
but one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 2 to be
duly executed and delivered as of the day and year first above written.


 


	 	 	 	 	 
	 	SAGA PETROLEUM AS

 	 
	 	By:  	/s/ Ida Helliesen
 	 
	 	 	Name:  	Ida Helliesen 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ Olav Hasaas
 	 
	 	 	Name:  	Olav Hasaas 	 
	 	 	Title:  	Attorney at Law 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Trustee with respect to the

Original Securities

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



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE CHASE MANHATTAN BANK, as Trustee with

respect to the Saga 2027 Debentures

 	 
	 	By:  	/s/ William Potes
 	 
	 	 	Name:  	William Potes 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: