EX-4.1



 





Exhibit 4.1




STATOIL ASA




TO




Deutsche
Bank Trust Company Americas

Trustee




 






INDENTURE




Dated as of [•]




 






 









 





Statoil ASA




to




Deutsche
Bank Trust Company Americas



Indenture,
dated as of [•], 2007




Reference is made to the following provisions of the Trust Indenture Act of 1939, as amended, which

establish certain duties and responsibilities of the Company and the Trustee which may not be set

forth fully in this Indenture:




	 	 	 
	Section 	 	Subject
	 
	 	 
	310(b)

	 	Disqualifications of Trustee for conflicting interest
	311

	 	Preferential collection of claims of Trustee as creditor of Company
	312(a)

	 	Periodic filing of information by Company with Trustee
	312(b)

	 	Access of Securityholders to information
	313(a)

	 	Annual report of Trustee to Securityholders
	313(b)

	 	Additional reports of Trustee to Securityholders
	314(a)

	 	Reports by Company, including annual compliance certificate
	314(c)

	 	Evidence of compliance with conditions precedent
	315(a)

	 	Duties of Trustee prior to default
	315(b)

	 	Notice of default from Trustee to Securityholders
	315(c)

	 	Duties of Trustee in case of default
	315(d)

	 	Provisions relating to responsibility of Trustee
	315(e)

	 	Assessment of costs against litigating Securityholders in certain circumstances
	316(a)

	 	Directions and waivers by Securityholders in certain circumstances
	316(b)

	 	Prohibition of impairment of right of Securityholders to payment
	316(c)

	 	Right of Company to set record date for certain purposes
	317(a)

	 	Special powers of Trustee
	318(a)

	 	Provisions of Act to control in case of conflict






 









 






Statoil ASA

Certain Sections of this Indenture relating to

Sections 310 through 318, inclusive, of the

Trust Indenture Act of 1939:




	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	 
	 	 
	§ 310(a)(1)
	 	609
	(a)(2)
	 	609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(a)(5)
	 	609
	(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
	 
	 	1005
	(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)
	 	513
	§ 317(a)(1)
	 	503
	(a)(2)
	 	504
	(b)
	 	1004
	§ 318(a)
	 	107








 




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




 









 










TABLE OF CONTENTS




 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	RECITALS

	 	 	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE ONE

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 	 	 
	Section 101.

	 	Definitions
	 	 	3	 
	 

	 	Act
	 	 	3	 
	 

	 	Affiliate
	 	 	3	 
	 

	 	Authenticating Agent
	 	 	3	 
	 

	 	Board of Directors
	 	 	3	 
	 

	 	Board Resolution
	 	 	3	 
	 

	 	Business Day
	 	 	4	 
	 

	 	Commission
	 	 	4	 
	 

	 	Company
	 	 	4	 
	 

	 	Corporate Trust Office
	 	 	4	 
	 

	 	Corporation
	 	 	4	 
	 

	 	Covenant Defeasance
	 	 	4	 
	 

	 	Defaulted Interest
	 	 	4	 
	 

	 	Defeasance
	 	 	4	 
	 

	 	Depositary
	 	 	4	 
	 

	 	Event of Default
	 	 	4	 
	 

	 	Exchange Act
	 	 	4	 
	 

	 	Global Security
	 	 	4	 
	 

	 	Holder
	 	 	5	 
	 

	 	Indenture
	 	 	5	 
	 

	 	Interest
	 	 	5	 
	 

	 	Interest Payment Date
	 	 	5	 
	 

	 	Maturity
	 	 	5	 
	 

	 	Norway
	 	 	5	 
	 

	 	Notice of Default
	 	 	5	 
	 

	 	Officer’s Certificate
	 	 	5	 
	 

	 	Opinion of Counsel
	 	 	5	 
	 

	 	Order
	 	 	5	 
	 

	 	Original Issue Discount Security
	 	 	5	 
	 

	 	Outstanding
	 	 	5	 
	 

	 	Paying Agent
	 	 	6	 
	 

	 	Person
	 	 	6	 
	 

	 	Place of Payment
	 	 	6	 
	 

	 	Predecessor Security
	 	 	7	 
	 

	 	Redemption Date
	 	 	7	 
	 

	 	Redemption Price
	 	 	7	 
	 

	 	Regular Record Date
	 	 	7	 






 




	Note: This Table of Contents shall not, for any purpose, be deemed to be a part of
the Indenture.



 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	Responsible Officer
	 	 	7	 
	 

	 	Securities
	 	 	7	 
	 

	 	Security Register
	 	 	7	 
	 

	 	Security Registrar
	 	 	7	 
	 

	 	Special Record Date
	 	 	7	 
	 

	 	Stated Maturity
	 	 	7	 
	 

	 	Subsidiary
	 	 	7	 
	 

	 	Trustee
	 	 	7	 
	 

	 	Trust Indenture Act
	 	 	8	 
	 

	 	United States
	 	 	8	 
	 

	 	U.S. Government Obligation
	 	 	8	 
	 

	 	Vice President
	 	 	8	 
	Section 102.

	 	Compliance Certificates and Opinions
	 	 	8	 
	Section 103.

	 	Form of Documents Delivered to Trustee
	 	 	9	 
	Section 104.

	 	Acts of Holders; Record Dates
	 	 	9	 
	Section 105.

	 	Notices, Etc., to Trustee and Company
	 	 	11	 
	Section 106.

	 	Notice to Holders of Securities; Waiver
	 	 	11	 
	Section 107.

	 	Conflict with Trust Indenture Act
	 	 	12	 
	Section 108.

	 	Effect of Headings and Table of Contents
	 	 	12	 
	Section 109.

	 	Successors and Assigns
	 	 	12	 
	Section 110.

	 	Separability Clause
	 	 	12	 
	Section 111.

	 	Benefits of Indenture
	 	 	12	 
	Section 112.

	 	Governing Law
	 	 	12	 
	Section 113.

	 	Legal Holidays
	 	 	13	 
	Section 114.

	 	Submission to Jurisdiction
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE TWO

	SECURITY FORMS

	 
	 	 	 	 	 	 
	Section 201.

	 	Forms Generally
	 	 	14	 
	Section 202.

	 	Form of Face of Security
	 	 	15	 
	Section 203.

	 	Form of Reverse of Security
	 	 	19	 
	Section 204.

	 	Form of Legend for Global Securities
	 	 	22	 
	Section 205.

	 	Form of Trustee’s Certificate of Authentication
	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE THREE

	THE SECURITIES

	 
	 	 	 	 	 	 
	Section 301.

	 	Amount Unlimited; Issuable in Series
	 	 	24	 
	Section 302.

	 	Denominations
	 	 	26	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	26	 
	Section 304.

	 	Temporary Securities
	 	 	28	 
	Section 305.

	 	Registration, Registration of Transfer and Exchange
	 	 	28	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	30	 
	Section 307.

	 	Payment of Interest; Interest Rights Preserved
	 	 	31	 
	Section 308.

	 	Persons Deemed Owners
	 	 	32	 
	Section 309.

	 	Cancellation
	 	 	32	 
	Section 310.

	 	Computation of Interest
	 	 	32	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE FOUR

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 	 	 
	Section 401.

	 	Satisfaction and Discharge of Indenture
	 	 	33	 
	Section 402.

	 	Application of Trust Money
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE

	REMEDIES

	 
	 	 	 	 	 	 
	Section 501.

	 	Events of Default
	 	 	35	 
	Section 502.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	36	 
	Section 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	37	 
	Section 504.

	 	Trustee May File Proofs of Claim
	 	 	37	 
	Section 505.

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	38	 
	Section 506.

	 	Application of Money Collected
	 	 	38	 
	Section 507.

	 	Limitation on Suits
	 	 	38	 
	Section 508.

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	 39	 
	Section 509.

	 	Restoration of Rights and Remedies
	 	 	39	 
	Section 510.

	 	Rights and Remedies Cumulative
	 	 	39	 
	Section 511.

	 	Delay or Omission Not Waiver
	 	 	40	 
	Section 512.

	 	Control by Holders
	 	 	40	 
	Section 513.

	 	Waiver of Past Defaults
	 	 	40	 
	Section 514.

	 	Undertaking for Costs
	 	 	40	 
	Section 515.

	 	Waiver of Stay or Extension Laws
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE SIX

	THE TRUSTEE

	 
	 	 	 	 	 	 
	Section 601.

	 	Certain Duties and Responsibilities
	 	 	42	 
	Section 602.

	 	Notice of Defaults
	 	 	42	 
	Section 603.

	 	Certain Rights of Trustee
	 	 	42	 
	Section 604.

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	43	 
	Section 605.

	 	May Hold Securities
	 	 	43	 
	Section 606.

	 	Money Held in Trust
	 	 	43	 
	Section 607.

	 	Compensation and Reimbursement
	 	 	43	 
	Section 608.

	 	Disqualification; Conflicting Interests
	 	 	44	 
	Section 609.

	 	Corporate Trustee Required; Eligibility
	 	 	44	 
	Section 610.

	 	Resignation and Removal; Appointment of Successor
	 	 	44	 
	Section 611.

	 	Acceptance of Appointment by Successor
	 	 	46	 
	Section 612.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	47	 
	Section 613.

	 	Preferential Collection of Claims Against Company
	 	 	47	 
	Section 614.

	 	Appointment of Authenticating Agent
	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 	 	 
	Section 701.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	50	 
	Section 702.

	 	Preservation of Information; Communications to Holders
	 	 	50	 
	Section 703.

	 	Reports by Trustee
	 	 	50	 
	Section 704.

	 	Reports by Company
	 	 	51	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE EIGHT

	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 	 	 
	Section 801.

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	52	 
	Section 802.

	 	Successor Substituted
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 	 	 
	Section 901.

	 	Supplemental Indentures Without Consent of Holders
	 	 	53	 
	Section 902.

	 	Supplemental Indentures with Consent of Holders
	 	 	54	 
	Section 903.

	 	Execution of Supplemental Indentures
	 	 	55	 
	Section 904.

	 	Effect of Supplemental Indentures
	 	 	55	 
	Section 905.

	 	Conformity with Trust Indenture Act
	 	 	55	 
	Section 906.

	 	Reference in Securities to Supplemental Indentures
	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE TEN

	COVENANTS

	 
	 	 	 	 	 	 
	Section 1001.

	 	Payment of Principal, Premium and Interest
	 	 	56	 
	Section 1002.

	 	Maintenance of Office or Agency by Company
	 	 	56	 
	Section 1003.

	 	Reserved
	 	 	56	 
	Section 1004.

	 	Money for Securities Payments to Be Held in Trust
	 	 	56	 
	Section 1005.

	 	Statement by Officer as to Default
	 	 	57	 
	Section 1006.

	 	Corporate Existence
	 	 	57	 
	Section 1007.

	 	Waiver of Certain Covenants
	 	 	58	 
	Section 1008.

	 	Additional Amounts
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN

	REDEMPTION OF SECURITIES

	 
	 	 	 	 	 	 
	Section 1101.

	 	Applicability of Article
	 	 	61	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee
	 	 	61	 
	Section 1103.

	 	Selection by Trustee of Securities to Be Redeemed
	 	 	61	 
	Section 1104.

	 	Notice of Redemption
	 	 	62	 
	Section 1105.

	 	Deposit of Redemption Price
	 	 	62	 
	Section 1106.

	 	Securities Payable on Redemption Date
	 	 	62	 
	Section 1107.

	 	Securities Redeemed in Part
	 	 	63	 
	Section 1108.

	 	Optional Redemption Due to Changes in Tax Treatment
	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE

	SINKING FUNDS

	 
	 	 	 	 	 	 
	Section 1201.

	 	Applicability of Article
	 	 	65	 
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	65	 
	Section 1203.

	 	Redemption of Securities for Sinking Fund
	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN

	DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 	 	 
	Section 1301.

	 	Option to Effect Defeasance or Covenant Defeasance
	 	 	66	 
	Section 1302.

	 	Defeasance and Discharge
	 	 	66	 
	Section 1303.

	 	Covenant Defeasance
	 	 	66	 
	Section 1304.

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	66	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 1305.

	 	Deposited Money and U.S. Government Obligations to Be Held
in Trust; Miscellaneous Provisions
	 	 	66	 
	Section 1306.

	 	Reinstatement
	 	 	68	 











 









 





          INDENTURE,
dated as of [•], 2007, between STATOIL ASA, a public limited company duly organized
and existing under the laws of the Kingdom of Norway (the “Company”), having its principal office
at N-4035, Stavanger, Norway, and Deutsche Bank Trust Company
Americas, a New York banking corporation, as Trustee (herein called
the “Trustee”) having its Corporate Trust Office at
60 Wall Street,
27th Floor, New York, New York 10005.




RECITALS




          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 in this
Indenture provided.




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




NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:


-2-









 









ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 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 under International Financial Reporting Standards (IFRS); and




     (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; and




     (5) 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.




          “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”, when used with reference to the Company, means either the board of
directors of the Company, or any duly authorized committee of that board.




          “Board Resolution”, when used with reference to the Company, means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company, to have been

-3-









 






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 United States Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, 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 first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor corporation.




          “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the date hereof is located
at 60 Wall Street,
27th Floor, New York, New York, 10005 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 a 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.




          “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 United States Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.




          “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
in Section 301 for such Securities).




-4-









 








          “Holder” means a Person in whose name a Security is registered in the Security Register.




          “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 an Original Issue Discount Security which by its terms
bears interest only after Maturity, 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.




          “Maturity”, when used with respect to any Security, means the date 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.




          “Norway” means the Kingdom of Norway.




          “Notice of Default” means a written notice of the kind specified in Section 501(4) or 501(5).




          “Officer’s Certificate” means a certificate signed, in the case of the Company, by a director
or a senior officer thereof, or any other Person duly authorized by Board Resolution (either
directly or by authorized delegation) in respect thereto and
delivered to the Trustee. An officer signing an Officer’s
Certificate to be delivered to the Trustee pursuant to Section 1005
shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company. Each such
Officer’s Certificate shall contain the statements required by Section 314(e) of the Trust
Indenture Act, if applicable.




          “Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company,
and who shall be acceptable to the Trustee. Each such opinion shall include the statements
required by Section 314(e) of the Trust Indenture Act, if applicable.




          “Order” means a written request or order signed in the name of the Company by its Chairman of
the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.




          “Original Issue Discount Security” means any Security which 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:




-5-









 








          (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




          (ii) Securities for whose payment 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; and




          (iii) 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, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security described in Clause
(A) or (B) above, of the amount determined as provided in such Clause), and (D) 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,
direction, notice, consent, waiver or other action, only Securities
which 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 any individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.




          “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.




-6-









 






          “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 vice
president, associate, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of such person’s
knowledge of and familiarity with the particular subject.




          “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.




          “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



          [“Senior
Debt”]




          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee 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.




          “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.




          “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,
provided that the Trustee shall not be the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




-7-









 








          “Trust Indenture Act” means the United States 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.




          “United States” means the United States of America (including the States and the District of
Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands).




          “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”.




Section 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 Officer’s 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. Such an Officer’s Certificate shall state that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and such
Opinion of Counsel shall state that in the opinion of such counsel all such conditions precedent,
if any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any other provision of this
Indenture relating to such particular application or request, no additional certificate or opinion
need be furnished.




          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include (other than the certificate provided under Section 1005)
hereof:





     (1) a statement that each individual signing such certificate or opinion has read such
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 has made such
examination or investigation as is necessary to enable him 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.



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Section 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 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.




Section 104.
Acts of Holders; Record Dates.




          (a) 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 herein otherwise expressly provided,
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.




          (b) 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 signer 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.




          (c) 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



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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
paragraph (e) below. 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, at its own expense, shall cause notice
of such record date, the proposed action by Holders 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.




          (d) The ownership of Securities shall be proved by the Security Register.




          (e) 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 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 (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) 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 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, or their duly designated proxies, 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, at the expense of the Company, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Company in writing and to each Holder of Securities of the relevant series



-10-









 






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 dates 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 or parties 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 or parties 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 hereunder 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.




Section 105. Notices, Etc., to Trustee and Company.




          Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided for 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 (or sent by facsimile and confirmed
in writing) to or with the Trustee at its Corporate Trust Office,
Attention: Trust and Securities Services, with a copy to: Deutsche
Bank National Trust Company, 25 DeForest Avenue, Mail Stop:
SUM01-0105, Summit, New Jersey, 07901, Attention: Trust and
Securities Services, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed
in writing, in the case of the Company, to or with it, at the address of its principal
office specified in the first paragraph of this instrument, Attention: Tom Melbye Eide,
General Counsel, or at any other address previously furnished in writing to the Trustee by
the Company.



Section 106. Notice to Holders of Securities; 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 such Holder’s address as it
appears in the 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



-11-









 






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.




Section 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.




Section 108. Effect of Headings and Table of Contents.




          The Article and Section headings herein, the Reconciliation and tie between the Trust
Indenture Act and this Indenture and the Table of Contents are for convenience only and shall not
affect the construction hereof.




Section 109. Successors and Assigns.




          All covenants and agreements in this Indenture by the Company shall bind its respective
successors and assigns, whether so expressed or not.




Section 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.




Section 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.




Section 112. Governing Law.




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




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Section 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 (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of 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 with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.




Section 114. Submission to Jurisdiction.




          The Company agrees that any legal suit, action or proceeding arising out of or based upon the
Indenture or the Securities may be instituted in any state or Federal court in the Borough of
Manhattan, The City of New York, New York, United States of America, waives, to the extent it may
effectively do so, any objection which it may have now or hereafter to the laying of the venue of
any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding. The Company has designated and appointed                                         
(or any successor corporation) as the Company’s authorized agent to accept and acknowledge on its
behalf service of any and all process which may be served in any such suit, action or proceeding in
any such court and agrees that service of process upon said agent at
its office at                                         , attention                                      
                        (or at such other
address in the Borough of Manhattan, The City of New York, as the Company may designate by written
notice to the Trustee) shall be deemed in every respect effective service of process upon the
Company in any such suit, action or proceeding and shall be taken and held to be valid personal
service upon the Company, whether or not the Company shall then be doing, or at any time shall have
done, business within the State of New York, and any such service of process shall be of the same
force and validity as if service were made upon it according to the laws governing the validity and
requirements of such service in such State, and waives all claim of error by reason of any such
service. Said designation and appointment shall be irrevocable until the Indenture shall have been
satisfied and discharged in accordance with Article Four. The Company agrees to take all action as
may be necessary to continue the designation and appointment of                                                              or any
successor corporation in full force and effect so that the Company shall at all times have an agent
for service of process for the above purposes in the Borough of Manhattan, The City of New York,
New York, United States of America.




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ARTICLE TWO

SECURITY FORMS




Section 201. Forms Generally.




          The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution of the Company or
in one or more indentures supplemental hereto, 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 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 of the Company, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company delivered to
the Trustee at or prior to the delivery of the Order contemplated by Section 303 for the
authentication and delivery of such Securities.




          The definitive Securities, including the text of the guarantee, 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.




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Section 202. Form of Face of Security.




          [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 such jurisdiction, after such deduction

-15-









 








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 (1) 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
(2) 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;




          (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 by the Holder or the beneficial owner of the Security of such series (i) to provide
information concerning the nationality, residence or identity 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
any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meeting of November 26 and 27, 2000, or any law implementing such directive; or




          (g) any combination of items (a), (b), (c), (d), (e) and (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

-16-









 






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.




          [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. 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.]




          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:  	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





-17-









 






Section 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 _________, 20__ (herein called the “Indenture”, which term shall have the meaning assigned to it
in such instrument), between the Company 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 Trustee[, the holders of Senior Debt] and the Holders of the
Securities and of the terms upon which the Securities 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 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,




	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	Redemption
	Year	 	Price	 	Year	 	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.]




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          [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,




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




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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. Upon payment (i) of the amount of principal so declared due and payable and (ii) 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.




          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.




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          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
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 (subject to Section 307 of the
Indenture), 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.




          The Indenture provides that the Company, 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
restrictive covenants of the Indenture, in each case if the Company 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 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 204. Form of Legend for Global Securities.




          Unless otherwise specified as contemplated by Section 301 for the Securities



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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 SECURITY REGISTERED, 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.




Section 205. Form of Trustee’s Certificate of Authentication.




          The Trustee’s certificates of authentication shall be in substantially the following form:




CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




Dated:




	 	 	 	 	 
	 	Deutsche Bank Trust Company Americas

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



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ARTICLE THREE

THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.




          The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution of the Company, as appropriate or pursuant to other appropriate corporate
authorization, and, subject to Section 303, set forth, or determined in the manner provided, in an
Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,






     (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 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 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) if applicable, 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



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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) if other than the currency of the United States of America, 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 and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose, including for
purposes of the definition of “Outstanding” in Section 101;




     (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 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



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and any circumstances in addition to or in lieu of those set forth in Clause (ii) 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 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) with respect to such series of Securities, the “Stated Intervals” and the “Record
Date” for purposes of Section 312(a) (in the case of non-interest bearing Securities) and
316(c), respectively, of the Trust Indenture Act;




     (19) if additional amounts pursuant to Section 1008 will not be payable by the
Company; and




     (20) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5)).



          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 thereof are established by action taken pursuant to a Board
Resolution of the Company, 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 Officers’ Certificate setting forth the terms of the series or the guarantees
thereof.




          Notwithstanding Section 301(2) herein and unless otherwise expressly provided with respect to
a series of Securities, the aggregate principal amount of a series of Securities may be increased
and additional Securities of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased.




Section 302. Denominations.




          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.




Section 303. Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by a duly authorized

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representative thereof. The signature of any such authorized representative may be manual or
facsimile. Coupons shall bear the facsimile signature of any such authorized representative.




          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 an Order for the authentication and delivery of such Securities, and
the Trustee in accordance with the Order shall authenticate and deliver such Securities. 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 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 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.




     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 Officer’s Certificate otherwise required pursuant to Section 301 or the 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.



-26-









 





     No Security endorsed thereon 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 of an
authorized officer, 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.



Section 304. Temporary Securities.




          Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Order the Trustee shall authenticate and deliver, temporary Securities substantially of the
tenor of the definitive Securities in lieu of which they are issued, which Securities may be
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by such execution.




          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.




Section 305. Registration, Registration of Transfer and Exchange.




          (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee 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 Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided.




          Upon surrender for registration of transfer of any Security of any series at the office or
agency of the Company or the Security Register 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.




-27-









 








          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 a 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 attorney duly authorized in writing.




          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company or the Trustee 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.




          The Company shall not be required (i) to issue, register the transfer of or exchange any
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1103 and ending at the close of business on the day of such mailing, or (ii) 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 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



-28-









 







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.



Section 306. Mutilated, Destroyed, Lost and Stolen Securities.




          If any mutilated Security is surrendered to the Trustee, 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 (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either 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 having endorsed thereon a Guarantee 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, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and any such new Security 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.




          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,




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destroyed, lost or stolen Securities.




Section 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 Trustee 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
Trustee shall promptly notify the Company of such Special Record Date and, 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 by the Company 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.



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          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.




Section 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 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 Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.




          No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall impair, as between a Depositary and such holders of beneficial interests, the
operation of customary practices governing the exercise of the rights of the Depositary as Holder
of any Security.




          None of the Company, the Trustee or any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.




Section 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 it. 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 canceled 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 an Order.




Section 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.




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ARTICLE FOUR

SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




          This Indenture shall upon Order of the Company 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 of the Company 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 Officer’s 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

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pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1004 shall survive.




Section 402. Application of Trust Money.




          Subject to the provisions of the last paragraph of Section 1004, 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.




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ARTICLE FIVE

REMEDIES




Section 501. Events of Default.




          “Event of Default”, wherever used herein with respect to Securities of any series of the
Company, means any one of the following events with respect to the Company (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 any interest or payment of any additional 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




     (2) default in the payment of the principal of (or premium, if any, on) any Security
of that series at its Maturity; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms
of a Security of that series or beyond any period of grace provided with respect thereto;
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 series of Securities other than
that series), and continuance of such default or breach for a period of 90 days 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 by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Norwegian bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order 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 Norwegian law, or appointing a custodian,
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 for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;
or




     (6) the commencement by the Company of a voluntary case or proceeding under any
applicable Norwegian bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company in an



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involuntary case or proceeding under any applicable Norwegian bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Norwegian law, or the consent by it
to the filing of such petition or to the appointment of or taking possession by 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 provided with respect to Securities of that series.



Section 502. Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default with respect to Securities of any series of the Company 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;



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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.




Section 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




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


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.




Section 504. Trustee May File Proofs of Claim.




          In case of any judicial proceeding relative to the Company or any other obligor upon the
Securities, their property or their 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



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Trustee under Section 607.




          No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons 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.




Section 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.




Section 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; and




     SECOND: 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.



Section 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 the Securities 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 such series;




     (2) the Holders of not less than 25% in 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;



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     (3) such Holder or Holders have offered to the Trustee reasonable indemnity 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 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.




Section 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.




Section 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 of Securities 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.




Section 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 of Securities 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.




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Section 511. Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder 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 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.




Section 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,




     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and




     (3) subject to the provisions of Section 601, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers
of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability.



Section 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.




Section 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

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require any party litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess reasonable costs against any such party litigant, in the manner and to the extent
provided in the Trust Indenture Act; provided 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.




Section 515. Waiver of 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,
but will suffer and permit the execution of every such power as though no such law had been
enacted.




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ARTICLE SIX

THE TRUSTEE




Section 601. Certain Duties and Responsibilities.




          The duties and responsibilities of the Trustee shall be as
specifically set forth in this Indenture and the Trust Indenture
Act and no implied covenants nor obligations shall be read into this
Indenture against the Trustee, except as otherwise required 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, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. 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.




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.




Section 603. Certain Rights of Trustee.




          Subject to the provisions of Section 601:




          (a) the Trustee may rely and shall be 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
believed by it to be genuine and to have been signed or presented by the proper party or parties,
whether such paper or document be delivered in original or by facsimile;




          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by an Order and any resolution of the Board of Directors of the Company may be sufficiently
evidenced by a Board Resolution;




          (c) 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 Officer’s Certificate;




          (d) the Trustee may consult with counsel and the written 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;




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          (e) 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 Indenture,
unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;




          (f) 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 the books, records and premises of the Company,
personally or by agent or attorney, 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; and




          (g) 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.




Section 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.




Section 605. May Hold Securities.




          The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of any 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.




Section 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 or investment
of any money received by it hereunder except as otherwise agreed with the Company.




Section 607. Compensation and Reimbursement.




          The Company agrees:




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     (1) to pay to the Trustee from time to time such reasonable compensation as shall be
agreed from time to time 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 as may be attributable to its negligence or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith 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,
except to the extent that any such loss, liability or expense may be attributable to its
negligence or bad faith.



Section 608. Disqualification; 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 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.




Section 609. Corporate Trustee Required; Eligibility.




          There shall at all times be one (and only one) 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 and has a combined capital and surplus of at least U.S.$50,000,000 and has its Corporate
Trust Office in New York, New York. If 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.




Section 610. Resignation and Removal; Appointment of Successor.




          (a) 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



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appointment by the successor Trustee in accordance with the applicable requirements of Section
611.




          (b) 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 any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.




          (c) 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.




          (d) 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 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, (i) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (ii) 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 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.




          (e) 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



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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 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.




          (f) 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.




Section 611. Acceptance of Appointment by Successor.




          (a) 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 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, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.




          (b) 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 of the Company 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

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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.




          (c) 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 paragraph (a) or (b) of this Section, as the case may
be.




          (d) 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.




Section 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
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
case 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.




Section 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).




Section 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
U.S.$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

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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 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 the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, 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 as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.




          The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.




          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 Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	Deutsche Bank Trust Company Americas	 
	 	As Trustee	 
	 
	 	By  	 	 
	 	 	As Authenticating Agent 	 
	 	 	Title: 	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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          If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in
accordance with this Section an Authenticating Agent having an office in a Place of Payment
designated by such issuer with respect of such series of Securities.




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ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY




Section 701. Company to Furnish Trustee Names and Addresses of Holders.




          The
Company will furnish or cause to be furnished to the Trustee, if the
Trustee is not the Security Registrar:




          (a) semi-annually, not later than 15 days after each Regular Record Date for each series of
Securities at the time Outstanding, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities as of such Regular Record Date, and




          (b) 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.




Section 702. Preservation of Information; Communications to Holders.




          (a) 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
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.




          (b) The rights of the 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.




          (c) 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 of
Securities made pursuant to the Trust Indenture Act.




Section 703. Reports by Trustee.




          (a) On or about each July 15 following the date hereof, the Trustee shall transmit to Holders
such reports, if any, dated as of the preceding May 15, concerning the Trustee and its actions
under this Indenture as may be required pursuant to Section 313(a) of the Trust Indenture Act in
the manner provided pursuant to Section 313(c) thereof. The Trustee shall also transmit to Holders
such reports, if any, as may be required pursuant to Section 313(b) of the Trust Indenture Act at
the times and in the manner provided pursuant thereto and to Section 313(c) thereof.




          (b) 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,
 

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with the Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange or delisted therefrom.




Section 704. Reports by Company.




          The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, including financial information and statements and such
summaries thereof, 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 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
compliance by the Company with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officer’s Certificates).




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ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




Section 801. Company May Consolidate, Etc., Only on Certain Terms.




          The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and the Company shall
not permit any Person to consolidate with or merge into the Company or convey, transfer or lease
its properties and assets substantially as an entirety to the Company, unless:






     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the
Company, substantially as an entirety shall be a corporation, partnership or trust, shall
be organized and validly existing, under the laws of any applicable jurisdiction and shall
expressly assume, by an indenture supplemental hereto executed and delivered to the Trustee
in form reasonably satisfactory to the Trustee, in the case of the Company, the due and
punctual payment of the principal of and any premium and interest on all the Securities and
the performance or observance 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 and treating any indebtedness
which becomes an obligation of the Company or any of its Subsidiaries as a result of such
transaction as having been incurred by the Company or such Subsidiary at the time of 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 happened and be continuing;




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, 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 that all conditions precedent herein
provided for relating to such transaction have been complied with.



Section 802. Successor Substituted.




          Upon any consolidation of the Company with, or merger of the Company into, any other Person 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 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 this
Indenture with the same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.




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ARTICLE NINE

SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures Without Consent of Holders.




          Without the consent of any Holders, the Company, when authorized by a Board Resolution, 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 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, however, that any such addition, change or
elimination (i) shall neither (A) 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
(B) modify the rights of the Holder of any such Security with respect to such provision or
(ii) shall become effective only when there is no such Security Outstanding; or




     (6) to secure the Securities pursuant to the requirements of Section 1009 or
otherwise; or




     (7) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or




     (8) 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



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facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611(b); or




     (9) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture, provided, however, that such action
pursuant to this Clause (9) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.



Section 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 a Board
Resolution, 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,
in the case of redemption, on or after the Redemption Date), 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 1006, or the deletion of
this proviso, in accordance with the requirements of Sections 611(b) and 901(10).



          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

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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.




Section 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.




Section 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.




Section 905. Conformity with Trust Indenture Act.




          Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as in effect at the time of the execution thereof.




Section 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 such Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.




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ARTICLE TEN

COVENANTS




Section 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.




Section 1002. Maintenance of Office or Agency by Company.




          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 prompt 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.




          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
or where such notices and demands may be served and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner 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 prompt 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.




Section 1003.
Reserved.




Section 1004.
Money for Securities Payments to Be Held in Trust.




          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 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.




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          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 (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) 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, and 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 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 any Paying Agent to the Trustee, 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 its Order, 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; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York, New York, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company.




Section 1005. Statement by Officer 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 Officer’s Certificate (which need not comply with the
requirements of Section 102), stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.




Section 1006. Corporate 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 corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to preserve any such
right or franchise if its Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss thereof is not




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disadvantageous in any material respect to the Holders.




Section 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
901(2) or 901(7) for the benefit of the Holders of such series or any term, provision or condition
set forth in an indenture supplemental hereto, 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.




Section 1008. Additional Amounts.




          Unless otherwise specified in any Board Resolutions of the Company establishing the terms of
Securities of a series in accordance with Section 301, 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, 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 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, settler, 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, settler, 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;




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          (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 Council Directive 2003/48/EC regarding the taxation of savings income, 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 subject to such further exceptions as may be established in the terms of
such Securities established as contemplated by Section 301.




          Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or payment of any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional




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amounts in those provisions hereof where such express mention is not made.




          If the terms of the Securities of a series established as contemplated by Section 301 do not
specify that additional amounts pursuant to the Section will not be payable by the Company, at
least 10 days prior to the first Interest Payment Date with respect to that series of Securities
(or if the Securities of that series will not bear interest prior to Maturity, the first day on
which a payment of principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with
an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether any
payments due under the related Securities shall be made to Holders of Securities of that series
without withholding for or on account of any tax, assessment or other governmental charge described
in the Securities. If any such withholding shall be required, then such Officer’s Certificate shall
specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities and the Company (only if a payment under said Securities is then due) will pay to the
Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section.




          The Company covenants to indemnify each of the Trustee and any Paying Agent for, and to hold
each of them harmless against, any loss, liability or expense arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant
to this Section, except to the extent that any such loss, liability or expense is due to its own
negligence or bad faith.




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ARTICLE ELEVEN

REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




          Securities of any series which 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.




Section 1102. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
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, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be reasonably 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 Officer’s Certificate evidencing compliance with such
restriction.




Section 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 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 fair and 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 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 the case of any Securities selected for partial redemption as aforesaid, the principal amounts
thereof to be redeemed.




          The provisions of the preceding paragraph 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 only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.




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Section 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 the address of such Holder appearing in the Security Register.




          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price or, if not ascertainable, the manner of calculation thereof,




     (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)
the CUSIP number or numbers, if any, with respect to such Securities.



          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, by the Trustee in the name and at the expense of
the Company and shall be irrevocable.




Section 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 1004) 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.




Section 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 (unless the Company shall default in the payment of the Redemption Price and
accrued interest) 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.




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          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.




Section 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 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; provided, that if a Global Security is so
surrendered, such new Security so issued shall be a new Global Security in a denomination equal to
the unredeemed portion of the principal of the Global Security so surrendered.




Section 1108. Optional Redemption Due to Changes in Tax Treatment.




          Each series of Securities contained in one or more particular issues may be redeemed at the
option of the Company, in whole but not in part, at any time (except in the case of Securities that
have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a
Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for
redemption (except in the case of Outstanding Original Issue Discount Securities which may be
redeemed at the Redemption Price specified by the terms of such series of Securities) if, (a) as a
result of any change in or amendment to the laws or any regulations or rulings promulgated
thereunder of the Kingdom of Norway or any political subdivision or taxing authority thereof or
therein affecting taxation (or, in the case of a successor Person to the Company, of the
jurisdiction in which such successor Person is organized or any political subdivision or taxing
authority thereof or therein) or any change in the official application or interpretation of such
laws, regulations or rulings, or any change in the official application or interpretation of, or
any execution of or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or
political subdivision or taxing authority) is a party, which change, execution or amendment becomes
effective on or after the date specified for such series pursuant to the terms of the Security or
Section 301(8) (or in the case of a successor Person to the Company, the date on which such
successor Person became such pursuant to Sections 801 and 802) or (b) as a result of any delivery or
of any requirement to deliver definitive Securities (having used all reasonable efforts to avoid
having to issue such definitive Securities), the Company (or such successor Person) is or would be
required to pay additional amounts with respect to the Securities on the next succeeding Interest
Payment Date as described in Section 1008, and the payment of such additional amounts in the case
of (b) above cannot be avoided by the use of any reasonable measures available to the Company.
Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the
Company will deliver to the Trustee an Officer’s Certificate, stating that the Company is entitled
to effect such redemption and setting forth in reasonable detail a statement of circumstances
showing that the conditions precedent to the right of the Company to redeem such Securities
pursuant to this Section have been satisfied.




          Further, if a successor Person into which the Company is merged or to whom the Company has
conveyed, transferred or leased its properties or assets has been or would be required to pay any
additional amounts with respect to the Securities as a result of such transaction, each series of
Securities may be redeemed at the option of such Person in whole, but not in part, at any time
(except in the case of Securities that have a variable rate of interest, which may be redeemed on
any Interest



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Payment Date), at a redemption price equal to the principal amount thereof plus accrued
interest to the date fixed for redemption (except in the case of Outstanding Original Issue
Discount Securities which may be redeemed at the Redemption Price specified by the terms of such
series of Securities). Prior to the giving of notice of redemption of such Securities pursuant to
this Indenture, such Person shall deliver to the Trustee an Officer’s Certificate, stating that
such person is entitled to effect such redemption and setting forth in reasonable detail a
statement of circumstances showing that the conditions precedent to the right of such Person to
redeem such Securities pursuant to this Section have been satisfied.




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ARTICLE TWELVE

SINKING FUNDS




Section 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.




Section 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.




Section 1203. Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officer’s Certificate 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 will also
deliver to the Trustee any Securities to be so delivered. Not less than 50 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 name of and at the expense of the Company 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.




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ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE




Section 1301. 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. Any such election shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.




Section 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 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, at the expense of the Company, 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 obligations of the Company with respect to such Securities under Sections 304, 305, 306,
1002 and 1004, (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.




Section 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
any covenants provided pursuant to Section 901(2) or 901(7) 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 901(2) or 901(7)) and 501(7) shall be deemed not to be or
result in an Event of Default, 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 any such specified Section (to the extent so
specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.




Section 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:




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     (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
the case of either (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
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 Officer’s 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.



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     (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
Sections 501(5) and (6), 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) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.



Section 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.




          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 Order of the Company 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.




Section 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



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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.



* * * * *




          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.




 






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          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed on their
respective behalves, all as of the day and year first above written.




	 	 	 	 	 
	 	STATOIL ASA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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