EX-4.8



 




Exhibit
4.8



SUPPLEMENTAL INDENTURE NO. 3




     Supplemental Indenture No. 3, dated as of February 15, 2007 (“Supplemental Indenture No. 3”),
among:



     (1) NORSK HYDRO PRODUKSJON AS, a corporation duly organized and existing under the laws of the
Kingdom of Norway (“NHP”);



     (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 9.125% Debentures Due July 15, 2014 of Saga Petroleum ASA (“Saga”)
(collectively the “Original Securities”); and



     (3) THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws
of the State of New York (“Bank of New York,” and collectively with Citibank, the “Trustees”) as
Trustee under the Indenture with respect to the 71/4 Debentures due September 23, 2027 of Saga (the
“2027 Debentures,” and collectively with the Original Securities 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, and Supplemental Indenture No.
2, dated as of May 19, 2000, among the Company and the Trustees (the Indenture, as so amended,
being referred to as the “Indenture”).



Recitals




     A. Saga Petroleum ASA, a corporation duly organized and existing under the laws of the Kingdom of
Norway (“Saga”), has heretofore executed the Indenture which provides for the issuance from time to
time of series of Securities.



     B. Section 7.1 of the Indenture provides in part that Saga shall not consolidate with or merge into
any other Person, except as otherwise provided in Section 7.1.



     C. On January 11, 2001, Saga was merged into NHP which became the continuing entity with economic
effect from January 1, 2000 (the “Merger”).



     D. In accordance with Section 7.1(1) of the Indenture, NHP wishes to assume, by this Supplemental
Indenture No. 3, the due and punctual payment of the principal of and any premium and interest
(including all additional amounts, if any, payable pursuant to Section 9.4 of the Indenture) on all
the Indenture Securities and the performance or observance of every covenant of the Indenture on
the part of the Company to be performed and observed.



     E. All things necessary to make this Supplemental Indenture No. 3 a valid agreement of the Company,
in accordance with its terms, have been done.













 





ARTICLE I

Definitions and Construction




     1.1 Capitalized terms used but not defined in this Supplemental Indenture No. 3 shall have the
meanings ascribed to them in the Indenture. References in this Supplemental Indenture No. 3 to
Article or Section numbers shall be deemed reference numbers to Article or Section numbers of the
Indenture.



ARTICLE II

Relation to Indenture




     2.1 Effect of Supplemental Indenture No. 3. This Supplemental Indenture No. 3 is entered into
pursuant to Section 7.1(1) of the Indenture and constitutes an integral part of the Indenture. The
Indenture, as supplemented and amended by Supplemental Indenture No. 1 and Supplement Indenture No.
2, is in all respects hereby adopted, ratified and confirmed.



     2.2 Deliverables to the Trustees. Simultaneously with and as a condition to the execution of this
Supplemental Indenture No. 3, NHP is delivering to the Trustees:




	(a)	 	as provided in Sections 1.2 and 7.1(5) of the Indenture, an Officers’ Certificate, in the
form attached hereto as Exhibit A.
	 
	(b)	 	as provided in Section 7.1(5) of the Indenture, a Norwegian Opinion of counsel, provided
by Norwegian counsel to NHP.
	 
	(c)	 	as provided in Sections 1.2, 7.1(5) and 8.3 of the Indenture, a New York law Opinion of
counsel, provided by Latham & Watkins.
	 
	(d)	 	an Officer’s Certificate as to attached copies of governing instruments and as to
incumbency of the person signing this Supplemental Indenture No. 3.
	 
	(e)	 	Evidence of the Merger.





     2.3 Effective Date. This Supplemental Indenture No. 3 shall take effect as of the execution
hereof by all parties.













 





ARTICLE III

Assumption by Company




 




     3.1 NHP hereby assumes the due and punctual payment of the principal of and any premium and
interest (including all additional amounts, if any, payable pursuant to Section 9.4 of the
Indenture) on all the Indenture Securities and the performance or observance of every covenant of
the Indenture on the part of the Company to be performed and observed.



ARTICLE IV 

Acceptance of Appointment




     4.1 The Trustees hereby acknowledge NHP as replacing Saga as the Company under the Indenture.



ARTICLE V

No New Indenture Securities




     5.1 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. 3.



ARTICLE VI

Notices




     6.1 For purposes of Section 1.5 of the Indenture, NHP’s address shall be as follows until another
address shall be furnished in writing to the Trustees:




        Norsk Hydro Produksjon AS

        c/o Norsk Hydro ASA

        N-0240 Oslo

        Norway




        Attention: Head of Corporate Finance




ARTICLE VII

Governing Law




     7.1 THIS SUPPLEMENTAL INDENTURE NO. 3 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



ARTICLE VIII

Miscellaneous




     8.1 This Supplemental Indenture No. 3 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.













 





     8.2 The recitals contained in this Supplemental Indenture No. 3 shall be taken as the statements of
NHP and the Trustees assume no responsibility for their correctness. The Trustees make no
representations as to the validity or sufficiency of this Supplemental Indenture No. 3.













 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to be
duly executed by their respective officers thereunto duly authorized as of the day and the year
first written above.




 




	 	 	 	 	 
	 	NORSK HYDRO PRODUKSJON AS

 	 
	 	By:  	/s/ Ida Helliesen
 	 
	 	 	Name:  	Ida Helliesen 	 
	 	 	Title:  	Director of Norsk Hydro Produksjon AS 	 
	 



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

 	 
	 	By:  	/s/
John J. Byrnes 	 
	 	 	Name:  	John J. Byrnes 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee with respect to the 2027 Debentures

 	 
	 	By:  	/s/
Maria Flores 	 
	 	 	Name:  	Maria Flores 	 
	 	 	Title:  	Assistant Treasurer