Exhibit 4.2


 


SUPPLEMENTAL
INDENTURE NO. 1


 


THIS
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental
Indenture”) is made as of May 26, 2010 among:


 


(1) Statoil
ASA (formerly known as StatoilHydro ASA), a public limited company incorporated
under the laws of the Kingdom of Norway (the “Company”),


 


(2) Statoil
Petroleum AS (formerly known as StatoilHydro Petroleum AS) (“Guarantor”), a
limited liability company incorporated under the laws of the Kingdom of Norway,
and


 


(3) Deutsche
Bank Trust Company Americas, a New York banking corporation duly organized and
existing under the laws of the State of New York, as trustee (the “Trustee”).


 


RECITALS


 


The
Company and the Guarantor (together, the “Companies”) and the Trustee have
heretofore executed an indenture dated as of April 15, 2009. The Companies
desires to amend certain provisions of the Indenture as hereinafter set forth.


 


As
of November 1, 2009, StatoilHydro ASA changed its name to Statoil ASA and
StatoilHydro Petroleum AS changed its name to Statoil Petroleum AS.  Pursuant to Section 901(10) of the
Indenture, the Companies wish to replace, by this Supplemental Indenture, all
instances in the Indenture of “StatoilHydro ASA” with “Statoil ASA” and all
instances in the Indenture of “StatoilHydro Petroleum AS” with “Statoil
Petroleum AS” and to replace the text of Section 202 (Form of Face of
Security) and Section 203 (Form of Reverse of Security) of the
Indenture to reflect the Companies’ name changes.


 


All
acts and things necessary to amend the Indenture and to make this Supplemental
Indenture a valid agreement of the Companies and the Trustee, in accordance
with its terms, have been done.


 


NOW,
THEREFORE, the Companies hereby covenant and agree with the Trustee as follows:


 


ARTICLE
1


 


Capitalized
terms used but not defined in this Supplemental Indenture shall have the
meanings ascribed to them in the Indenture. References in this Supplemental
Indenture to Article or Section numbers shall be deemed reference
numbers to Article or Section numbers in the Indenture


 


ARTICLE
II


 


Deliverables
to the Trustee


 


Simultaneously
with and as a condition to the execution of this Supplemental Indenture,
Statoil is delivering to the Trustee:


 


(a) as
provided in Section 102 of the Indenture, an Officer’s Certificate in the
form attached hereto;


 


(b) as
provided in Section 102 of the Indenture, a Norwegian Opinion of Counsel,
provided by the in-house legal advisor of the Companies; and


 


(c) as
provided in Sections 102 of the Indenture, a New York law Opinion of Counsel,
provided by Sullivan & Cromwell LLP.


 


1

















 


ARTICLE
III


 


Amendments


 


SECTION 3.01       Name Change
Amendment.  The Indenture is
hereby amended by replacing each instance of “StatoilHydro ASA” with “Statoil
ASA” and each instance of “StatoilHydro Petroleum AS” with “Statoil Petroleum
AS”.


 


SECTION 3.02       Amendment of the Form of
Face of Security


 


Section 202
(Form of Face of Security) is hereby deleted and replaced with the
following:


 


“[Form of Face of Security]


 


[Insert any Norwegian or other selling restriction
and/or taxation legend.]


 


STATOIL
ASA


 


[Title
of Security]


 


 


	
  No.                  

  	
   

  	
  CUSIP NO.                          
  

  



 


STATOIL ASA, a company duly organized and existing under the laws of
the Kingdom of Norway and having its corporate seat in Stavanger, 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                                           ,
or registered assigns, the principal sum of                                             Dollars on [if the
Security is to bear interest prior to Maturity, insert —, and to pay
interest thereon from                           ,
20       or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on                         
and                         
in each year, commencing                       ,
20      , at the rate of         %
per annum, until the principal hereof is paid or made available for payment [if
applicable, insert —, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of     %
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand].]  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 .... or .... (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 Trustee, 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.


 


If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Company is
incorporated shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority) in respect of any amounts to be paid
by the Company of principal of or interest on a Security of any series, then
the Company will pay to the Holder of a Security of such series such additional
amounts as may be necessary in order that the net amounts paid to such Holder
of such Security who, with respect to any such tax, assessment or other
governmental charge, is not resident in 


 


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such jurisdiction, after such deduction or
withholding, shall be not less than the amounts specified in such Security to
which such Holder is entitled; provided, however, that the Company shall not be required to make any
payment of additional amounts (i) for or on account of any such tax,
assessment or governmental charge imposed by the United States or any political
subdivision or taxing authority thereof or therein or (ii) for or on
account of:


 


(a) any tax, assessment or other governmental charge which would
not have been imposed but for (i) 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 taxing
jurisdiction or any political subdivision or territory or possession thereof 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 being or having been
present or engaged in trade or business therein or having or having had a
permanent establishment therein or (ii) the presentation of a Security of
such series (where presentation is required) for payment on a date more than 30
days after the date on which such payment became due and payable or the date on
which payment thereof is duly provided for, whichever occurs later, except to
the extent that such Holder would have been entitled to such additional amounts
if it had presented such Security for payment on any day within such period of
30 days;


 


(b) any estate, inheritance, gift, sale, transfer, personal
property or similar tax, assessment or other governmental charge;


 


(c) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments of (or in respect of)
principal of, or any interest on, the Securities of such series;


 


(d) any tax, assessment or other governmental charge that is
imposed or withheld by reason of the failure to comply by the Holder or the
beneficial owner of the Security of such series (i) to provide information
concerning the nationality, residence or identity or connection with the
Kingdom of Norway or any political subdivision thereof of the Holder or such
beneficial owner or (ii) to make any declaration or other similar claim or
satisfy any information or reporting requirements, which, in the case of (i) or
(ii), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or
part of such tax, assessment or other governmental charge;


 


(e) any tax, assessment or other governmental charge which such
Holder would have been able to avoid by presenting such Security to another
Paying Agent;


 


(f) any tax, assessment or other governmental charge which is
imposed on a payment pursuant to European Union Directive
2003/48/EC, any law implementing this Directive, or any other Directive
implementing the conclusions of the ECOFIN Council meeting of November 26
and 27, 2000 on the taxation of savings, or any law implementing or complying
with, or introduced in order to conform to, such Directive; or


 


(g) any combination of items (a), (b), (c), (d), (e) or (f) above;
nor shall additional amounts be paid with respect to any payment of the
principal of, or any interest on, any Security of such series to any Holder who
is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the Holder of such Security.


 


The foregoing provisions shall apply mutatis
mutandis to any withholding or deduction for or on account of any
present or future taxes, assessments or governmental charges of whatever nature
of any jurisdiction in which any successor Person to the Company is organized,
or any political subdivision or taxing authority thereof or therein, provided, however, that such payment of additional amounts
may be 


 


3

















 


subject to such further exceptions as may be
established in the terms of such Securities established as contemplated in the
Indenture referred to in such Securities.


 


[If the Security is not to
bear interest prior to Maturity, insert — The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity, and in such case the
overdue principal and any overdue premium shall bear interest at the rate of         %
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the date such amounts are due until they are paid or made
available for payment.  Interest on any
overdue principal or premium shall be payable on demand of the Trustee for the
benefit of the Holders of this Security. 
Any such interest on any overdue principal or premium which is not paid
on demand shall bear interest at the rate of         %
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. 
Interest on any overdue interest shall be payable on demand of the
Trustee for the benefit of the Holders of this Security.]


 


Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this
Security will be made at the office or agency of the Company for that purpose
in ............, in such coin or currency of the United States of America as at
the time of payment is legal tender for 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].


 


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 manually or in facsimile.


 


Dated:


 


 


	
   

  	
  STATOIL
  ASA

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:”

  



 


SECTION 3.03       Amendment of the Form of
Reverse of Security


 


Section 203
(Form of Reverse of Security) is hereby deleted and replaced with the
following:


 


“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                       ,
20     (herein called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), among the Company, as
issuer, Statoil Petroleum AS, as Guarantor (herein called the “Guarantor”), and
Deutsche Bank Trust Company Americas, 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
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, 


 


4

















 


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 U.S.$                      ].


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’  notice by mail, [if
applicable, insert — (1) on                       
in any year commencing with the year             
and ending with the year             
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after                     ,
20        ], 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                               ,
    %, and if redeemed] during the 12-month period
beginning                           
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to           %
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, (1) on                         
in any year commencing with the year         
and ending with the year         ,
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 (2) at any time
[if applicable, insert — on or after                         ,
20      ], 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                             
of the years indicated,


 


5

















 


	
  Year

  	
   

  	
  Redemption
  Price

  For Redemption

  Through Operation

  of the

  Sinking Fund

  	
   

  	
  Redemption
  Price For

  Redemption Otherwise

  Than Through Operation

  of the Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to           %
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                           ,
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           % per
annum.]


 


[If applicable, insert —
The sinking fund for this series provides for the redemption on                         
in each year beginning with the year             
and ending with the year             
of  [if applicable, insert —
not less than U.S.$                    
(“mandatory sinking fund”) and not more than] U.S.$                  
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 applicable, insert —
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 the Security is not
subject to redemption, — This Security is not redeemable prior to
Stated Maturity [except as permitted under Section 1108 (“Optional
Redemption Due to Changes in Tax Treatment”)].]


 


[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.]


 


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 Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount 


 


6

















 


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 or the Guarantor, or both, 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.


 


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 reasonable indemnity, 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 therein
set forth, 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 only in
registered form without coupons in denominations of                 
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 or the Trustee 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 Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes (subject to Section 307 of
the Indenture), whether or not this Security be overdue, and neither the
Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


The Indenture provides that the Company and the Guarantor, at the
Company’s option, (a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations to register the
transfer or exchange of Securities, replace stolen, lost or mutilated
Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need
not comply with certain 


 


7

















 


restrictive covenants of the Indenture, in each case
if the Company or the Guarantor deposits, in trust, with the Trustee money or
U.S. Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay all the principal (including any mandatory sinking
fund payments) of, and (premium, if any) and interest on, the Securities on the
dates such payments are due in accordance with the terms of such Securities and
Guarantees, and certain other conditions are satisfied.


 


All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.”


 


SECTION 3.04       Amendment of the Form of
Guarantee


 


Section 206
(Form of Guarantee) is hereby deleted and replaced with the following:


 


“Guarantees to be endorsed on the Securities shall be in substantially
the form set forth below.


 


GUARANTEE OF
STATOIL PETROLEUM AS


 


For
value received, Statoil Petroleum AS, a limited liability company incorporated
under the laws of the Kingdom of Norway (herein called the “Guarantor”, which
term includes any successor entity under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby unconditionally
guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee referred to in such Indenture the due and prompt payment of
the principal of and any premium and interest (including additional amounts, if
any, and sinking fund payments, if any) on all of the Securities on the dates
and in the manner provided in the Indenture and in the Securities, when and as
the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, according to the
terms thereof and of the Indenture referred to therein.  In case of the failure of Statoil ASA, a
public limited company incorporated under the laws of the Kingdom of Norway
(herein called the “Company”, which term includes any successor entity under
such Indenture) punctually to make any such principal, premium or interest,
additional amounts and sinking fund payments, the Guarantor hereby agrees to
cause any such payment to be made promptly when and as the same shall become
due and payable, whether at the Stated Maturity, by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the
Company.


 


The
Guarantor hereby further agrees, subject to the limitations and exceptions set
forth below and unless otherwise specified in any Board Resolutions of the
Company establishing the terms of Securities of a series in accordance with Section 301,
that if any deduction or withholding for any present or future taxes,
assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Guarantor is
incorporated, shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority) in respect of any amounts to be paid
by the Guarantor under this Guarantee, the Guarantor will pay to the Holder of
a Security of such series such additional amounts as may be necessary in order
that the net amounts paid to such Holder of such Security who, with respect to
any such tax, assessment or other governmental charge, is not resident in such
jurisdiction, after such deduction or withholding, shall be not less than the
amounts specified in such Security to which such Holder is entitled; provided, however,
that the Guarantor shall not be required to make any payment of additional
amounts (i) for or on account of any such tax, assessment or governmental
charge imposed by the United States or any political subdivision or taxing
authority thereof or therein or (ii) for or on account of:


 


(a)           any
tax, assessment or other governmental charge which would not have been imposed
but for (i) 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 taxing jurisdiction or any political
subdivision or territory or possession thereof 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 


 


8

















 


citizen or resident thereof
or being or having been present or engaged in trade or business therein or
having or having had a permanent establishment therein or (ii) the
presentation of a Security of such series (where presentation is required) for
payment on a date more than 30 days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later, except to the extent that such Holder would have been
entitled to such additional amounts if it had presented such Security for
payment on any day within such period of 30 days;


 


(b)           any
estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;


 


(c)           any
tax, assessment or other governmental charge which is payable otherwise than by
withholding from payments of (or in respect of) principal of, or any interest
on, the Securities of such series;


 


(d)           any tax, assessment or other governmental
charge that is imposed or withheld by reason of the failure to comply by the
Holder or the beneficial owner of the Security of such series (i) to
provide information concerning the nationality, residence or identity or
connection with the Kingdom of Norway or any political subdivision thereof of
the Holder or such beneficial owner or (ii) to make any declaration or
other similar claim or satisfy any information or reporting requirements, which,
in the case of (i) or (ii), is required or imposed by a statute, treaty,
regulation or administrative practice of the taxing jurisdiction as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge;


 


(e)           any tax, assessment or other governmental
charge which such Holder would have been able to avoid by presenting such
Security to another Paying Agent;


 


(f)            any
tax, assessment or other governmental charge which is imposed on a payment
pursuant to European Union Directive 2003/48/EC, any law implementing this
Directive, or any other Directive implementing the conclusions of the ECOFIN
Council meeting of November 26 and 27, 2000 on the taxation of savings, or
any law implementing or complying with, or introduced in order to conform to,
such Directive; or


 


(g)           any
combination of items (a), (b), (c), (d), (e) or (f) above; nor shall
additional amounts be paid with respect to any payment of the principal of, or
any interest on, any Security of such series to any Holder who is a fiduciary
or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the jurisdiction (or any
political subdivision or taxing authority thereof or therein) to be included in
the income for tax purposes of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of such
Security.


 


The
foregoing provisions shall apply mutatis mutandis
to any withholding or deduction for or on account of any present or future
taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor Person to the Guarantor is organized, or
any political subdivision or taxing authority thereof or therein; provided, however, that such payment of additional amounts
may be subject to such further exceptions as may be established in the terms of
such Securities established as contemplated in the Indenture referred to in
such Securities.


 


The
Guarantor hereby agrees that its obligations hereunder shall be as if it were
principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or such Trustee, or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the
consent of the Guarantor, increase the principal amount of such Security or the
interest rate thereon or impose or increase any premium payable upon redemption
thereof or after the stated maturity 


 


9

















 


thereof. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby or with respect to any sinking fund payment
required pursuant to the terms of such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of and any premium and interest (including additional amounts,
if any, and sinking fund payments, if any) on such Security.  This is a guarantee of payment and not of
collection. The Guarantee does not hereby guarantee the performance by the
Company of any other of the Company’s covenants, agreements, or obligations
under the Securities or the Indenture.


 


This
Guarantee (i) is a direct, unconditional, unsubordinated and unsecured
obligation of the Guarantor and (ii) ranks at least pari passu in right of
payment with all other senior unsecured and unsubordinated obligations of the
Guarantor now or hereafter outstanding (other than obligations preferred by
applicable law) and senior in priority of payment and in all other respects to
all other obligations of the Guarantor that are designated as subordinate or
junior in right of payment to this Guarantee.


 


The
Guarantor shall be subrogated to all rights of the Holder of such Security
against the Company in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and any premium and interest (including additional amounts, if any, and sinking
fund payments, if any) on all Securities of the same series issued under such
Indenture shall have been paid in full.


 


No
reference herein to such Indenture and no provision of this Guarantee or of
such Indenture shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of the principal of
and any premium and interest (including additional amounts, if any, and sinking
fund payments, if any) on the Security upon which this Guarantee is endorsed at
the times, place and rate, and in the coin or currency prescribed therein.


 


This
Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually
executed by or on behalf of the Trustee under such Indenture.


 


This
Guarantee shall be governed by and construed in accordance with the laws of the
State of New York, except that the authorization and execution of the Guarantee
shall be governed by the laws of the jurisdiction of organization of the
Guarantor.


 


All
terms used in this Guarantee which are defined in such Indenture shall have the
meanings assigned to them in such Indenture.


 


IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed manually or in facsimile.


 


Dated:


 


 


	
   

  	
  STATOIL
  PETROLEUM AS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:”

  



 


10

















 


ARTICLE
IV


 


Miscellaneous


 


SECTION 4.01       Execution as Supplemental
Indenture.


 


This
Supplemental Indenture is executed and, once executed, immediately effective,
and shall be construed as an indenture supplemental to the Indenture and, as
provided in the Indenture, this Supplemental Indenture shall form a part of the
Indenture.


 


Except
as specifically amended above, the Indenture shall remain in full force and
effect and is hereby ratified and confirmed.


 


SECTION 4.02       Responsibility for
Recitals.


 


The
recitals herein shall be taken as statements of the Companies and the Trustee
assumes no responsibility for the correctness thereof or for the validity or
sufficiency of this Supplemental Indenture.


 


SECTION 4.03       Governing Law.


 


This
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


SECTION 4.04       Conflicts.


 


In
the event of a conflict between the terms and conditions of the Indenture and
the terms and conditions of this Supplemental Indenture, the terms and
conditions of this Supplemental Indenture shall prevail.


 


SECTION 4.05       Counterparts.


 


This
Supplemental Indenture 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.


 


[signature page follows]


 


11

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed.


 


	
   

  	
  STATOIL ASA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Svein Skeie

  
	
   

  	
  Name: 

  	
  Svein Skeie

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATOIL PETROLEUM AS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Svein Skeie

  
	
   

  	
  Name: 

  	
  Svein Skeie

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
  By Deutsche Bank National Trust Company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David Contino

  
	
   

  	
  Name: 

  	
  David Contino

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Irina Golovashchuk

  
	
   

  	
  Name: 

  	
  Irina Golovashchuk

  
	
   

  	
  Title: 

  	
  Assistant Vice President