<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of March 2000
PETROLEUM GEO-SERVICES ASA
(Translation of registrant's name into English)
Strandveien 50E
P.O. Box 89
N-1325 Lysaker
Norway
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
--- ---
[Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.]
Yes No X
--- ---
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE IN
THE PROSPECTUS CONSTITUTING PART OF THE REGISTRATION STATEMENT OF PETROLEUM
GEO-SERVICES ASA ON FORM F-3 (SEC REGISTRATION NOS. 333-90379).
<PAGE> 2
OTHER EVENTS
On March 14, 2000, Petroleum Geo-Services ASA (the "Company")
entered into a Purchase Agreement dated March 14, 2000 (the "Purchase
Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Prudential Securities Incorporated, Chase Securities Inc., Salomon
Smith Barney Inc. and Warburg Dillon Read LLC relating to the offering by the
Company of $225,000,000 aggregate principal amount of Floating Rate Notes due
2002 (the "Notes") under its Registration Statement on Form F-3 (Registration
No. 333-90379). The Notes will be issued under an Indenture, dated as of April
1, 1998 (the "Indenture"), between the Company and Chase Bank of Texas, National
Association, as trustee (the "Trustee"), as amended and supplemented by the
Fourth Supplemental Indenture thereto between the Company and the Trustee (the
"Supplemental Indenture"). Each of (i) the Purchase Agreement, (ii) the
Indenture and (iii) the form of Supplemental Indenture, including the form of
Note, is being filed or incorporated by reference as an exhibit to this report.
EXHIBITS
1.1 -- Purchase Agreement dated March 14, 2000 between the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Prudential Securities Incorporated, Chase Securities Inc., Salomon Smith
Barney Inc. and Warburg Dillon Read LLC
4.1 -- Indenture, dated as of April 1, 1998, between the Company and the
Trustee (incorporated by reference to Exhibit 2.12 to the Company's
Annual Report on Form 20-F for the year ended December 31, 1997, File
No. 1-14614)
4.2 -- Form of Fourth Supplemental Indenture between the Company and the
Trustee, including the form of Note
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
PETROLEUM GEO-SERVICES ASA
--------------------------
(Registrant)
By: /s/ William E. Harlan
------------------------------------------
William E. Harlan
Vice President, Chief Accounting Officer
and Controller
Date: March 17, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C><C>
1.1 -- Purchase Agreement dated March 14, 2000 between the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Prudential Securities Incorporated, Chase Securities Inc., Salomon Smith
Barney Inc. and Warburg Dillon Read LLC
4.1 -- Indenture, dated as of April 1, 1998, between the Company and the
Trustee (incorporated by reference to Exhibit 2.12 to the Company's
Annual Report on Form 20-F for the year ended December 31, 1997, File
No. 1-14614)
4.2 -- Form of Fourth Supplemental Indenture between the Company and the
Trustee, including the form of Note
</TABLE>
<PAGE> 1
EXHIBIT 1.1
PETROLEUM GEO-SERVICES ASA
FLOATING RATE NOTES DUE 2002
PURCHASE AGREEMENT
March 14, 2000
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Prudential Securities Incorporated
Chase Securities Inc.
Salomon Smith Barney Inc.
Warburg Dillon Read LLC
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Ladies and Gentlemen:
Petroleum Geo-Services ASA, a Norwegian public limited liability
company (the "Company"), confirms its agreement with Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Prudential
Securities Incorporated, Chase Securities Inc., Salomon Smith Barney Inc. and
Warburg Dillon Read LLC (collectively the "Underwriters"), with respect to the
issue and sale by the Company and purchase by the Underwriters acting severally
and not jointly, of the respective principal amounts set forth in said Schedule
I of $225,000,000 aggregate principal amount of the Company's Floating Rate
Notes due 2002 (the "Securities").
The Securities are to be issued pursuant to an indenture dated as of
April 1, 1998 (as may be further supplemented from time to time, including any
supplement or amendment to establish the terms of the Securities, the
"Indenture") between the Company and Chase Bank of Texas, National Association,
as trustee (the "Trustee").
The Company understands that the Underwriters propose to make a
public offering of the Securities as soon as the Underwriters deem advisable
after this Agreement has been executed and delivered.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form F-3 (File No. 333-90379)
covering the registration, and offering from time to time in accordance with
Rule 415, of securities of the Company, including
<PAGE> 2
the Securities, under the Securities Act of 1933, as amended (together with the
rules and regulations of the Commission promulgated thereunder, the "Act"),
including the related base prospectus or prospectuses. The Company will file
with the Commission in accordance with Rules 415 and 424(b) a final Prospectus,
including the related Base Prospectus, relating to the Securities. Any reference
herein to the Registration Statement or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form F-3 which were filed under the Securities Exchange Act of 1934, as
amended (together with the rules and regulations of the Commission promulgated
thereunder, the "Exchange Act"), on or before the Effective Date of the
Registration Statement or the issue date of the Prospectus, as the case may be;
and any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement or the Prospectus shall be deemed to refer
to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement, or the issue date of the
Prospectus, as the case may be, deemed to be incorporated therein by reference.
Certain terms used herein are defined in Section 21 hereof.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The Company meets the requirements for use of Form F-3 under the
Act and has prepared and filed with the Commission the Registration Statement,
including the related Base Prospectus, for the registration under the Act of the
offering and sale of securities of the Company, including the Securities, each
of which has been previously furnished to you. The Company will next file with
the Commission the Prospectus in accordance with Rules 415 and 424(b). The
Company has included in the Registration Statement, as amended at the Effective
Date, all information required by the Act and the rules thereunder to be
included in the Registration Statement and the Base Prospectus. As filed, the
Prospectus shall contain all required information and, except to the extent the
Underwriters shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained in the
Base Prospectus) as the Company has advised you, prior to the Execution Time,
will be included or made therein. The Registration Statement, at the Execution
Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did, and when
the Prospectus is first filed (if required) in accordance with Rule 424(b) and
on the Closing Date (as defined herein), the Prospectus (and any supplements
thereto) will, comply in all material respects with the applicable requirements
of the Act and the Exchange Act; on the Effective Date and at the Execution
Time, the Registration Statement did not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading; and, on the
Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not,
and on the date of any filing pursuant to Rule 424(b) and on the Closing Date,
the Prospectus (together with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company makes
no representations or warranties as to the information contained in or omitted
from the Registration Statement or the Prospectus (or any supplement thereto) in
reliance
2
<PAGE> 3
upon and in conformity with information furnished herein or in writing to the
Company by or on behalf of any Underwriter specifically for inclusion in the
Registration Statement or the Prospectus (or any supplement thereto).
(c) The accountants who certified the financial statements and
supporting schedules included or incorporated by reference in the Registration
Statement and the Prospectus are independent public accountants as required by
the Act.
(d) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse change in,
or any adverse development which materially affects, the business, properties,
financial condition or results of operations of the Company and its subsidiaries
taken as a whole (a "Material Adverse Effect") from the dates as of which
information is given in the Registration Statement and the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the consolidated
capital stock (other than issuances of capital stock pursuant to the exercise of
outstanding options) or any material increase in the consolidated long- term
debt of the Company and its subsidiaries or any material adverse change in or
affecting the general affairs, management, financial position, and stockholders
equity or results of operations (in each case considered on a U.S. generally
accepted accounting principles ("GAAP") basis) of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or contemplated in
the Prospectus.
(e) The Company is a public limited liability company duly organized
and validly existing under the laws of the Kingdom of Norway. Each of the
subsidiaries of the Company has been duly organized and is validly existing and
(where applicable) is in good standing under the laws of its jurisdiction of
incorporation or organization and is duly qualified to transact business as a
foreign entity and (where applicable) is in good standing under the laws of all
other jurisdictions where the ownership or leasing of its properties or the
conduct of its business requires such qualification, except where the failure to
be so qualified or in good standing does not amount to a material liability or
disability to the Company and its subsidiaries, taken as a whole. Schedule II
hereto lists all of the subsidiaries of the Company and identifies all of the
Material Subsidiaries (as such term is defined below) of the Company. The
Company's and its Material Subsidiaries' aggregate investment in and advances to
all of the Company's subsidiaries that are not Material Subsidiaries
("Non-Material Subsidiaries") does not exceed twenty percent of the Company's
consolidated assets as of December 31, 1999; the Company's and its Material
Subsidiaries' aggregate proportionate share of the consolidated total assets
(after intercompany eliminations) of the Company's Non-Material Subsidiaries
does not exceed twenty percent of the Company's consolidated assets as of
December 31, 1999; and the Company's and its Material Subsidiaries'
proportionate share of the aggregate income from continuing operations before
income taxes and extraordinary items of the Company's Non-Material Subsidiaries
does not exceed twenty percent of such consolidated income of the Company and
its subsidiaries for the year ended December 31, 1999. "Material Subsidiary"
shall mean any subsidiary that meets any of the following conditions: (i) the
Company's and its other subsidiaries' investments in and advances to such
subsidiary exceed five percent of the Company's consolidated assets as of
December 31, 1999; (ii) the Company's and its other subsidiaries' proportionate
share of the consolidated assets (after intercompany eliminations) of such
subsidiary exceeds five percent of the Company's consolidated assets as of
3
<PAGE> 4
December 31, 1999; or (iii) the Company's and its other subsidiaries' equity in
the income from continuing operations before income taxes and extraordinary
items of such subsidiary exceeds five percent of such income of the Company and
its subsidiaries consolidated for the year ended December 31, 1999. The Company
and each of its Material Subsidiaries have full power (corporate and other) to
own or lease their respective properties and conduct their respective businesses
as described in the Prospectus; and the Company has full power (corporate and
other) to enter into this Agreement and to carry out all the terms and
provisions hereof to be carried out by it. The issued shares of capital stock of
each of the Company's Material Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable and, except for directors'
qualifying shares and as otherwise set forth in the Prospectus and as listed in
Schedule II, are owned beneficially by the Company free and clear of any
security interests, liens, encumbrances, equities or claims. None of the
outstanding shares of capital stock of the subsidiaries was issued in violation
of preemptive or other similar rights arising by operation of law, under the
charter or by-laws of any subsidiary or under any agreement to which the Company
or any subsidiary is a party, or otherwise.
(f) No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign, is necessary or required for the
performance by the Company of its obligations hereunder, in connection with the
offering, issuance or sale of the Securities, under this Agreement or the
consummation of the transactions contemplated by this Agreement and the
Indenture, except such as have been already obtained or as required under the
Act or foreign or state securities or blue sky laws.
(g) The Company and each of the Material Subsidiaries have good and
marketable title to all items of real property and marketable title to all
personal property owned by each of them, in each case free and clear of any
security interests, liens, encumbrances, equities, claims and other defects,
except (i) as described in or contemplated by the Prospectus, and (ii) such as
do not materially and adversely affect the value of such property and do not
interfere with the use made or proposed to be made of such property by the
Company or such Material Subsidiary; any real property, buildings and vessels
held under lease by the Company or any such Material Subsidiary are held under
valid, subsisting and enforceable leases, with such exceptions as are not
material and do not interfere with the use made or proposed to be made of such
property, buildings and vessels by the Company or such Material Subsidiary, in
each case except as described in or contemplated by the Prospectus.
(h) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable.
(i) This Agreement has been duly authorized, executed and delivered
by the Company.
(j) The Indenture has been duly authorized by the Company and
qualified under the Trust Indenture Act of 1939, as amended (together with the
rules and regulations of the Commission promulgated thereunder, the "1939 Act"),
and, at the Closing Date, will have been, assuming due authorization, execution
and delivery thereof by the Trustee, duly executed and
4
<PAGE> 5
delivered and will constitute a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws in effect from time to time
affecting creditors' rights generally or by general principles of equity
(regardless of whether enforcement is considered in a proceeding at law or in
equity) (the "Bankruptcy Exceptions"); the Indenture will conform in all
material respects to the description thereof contained in the Prospectus.
(k) The Securities have been duly authorized by the Company and, at
the Closing Date, will have been duly executed by the Company and, when
authenticated in the manner provided for in the Indenture and delivered against
payment therefor as described in the Prospectus, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms except to the extent that enforcement thereof may be
limited by the Bankruptcy Exceptions, and will be substantially in the form
contemplated by, and entitled to the benefits of, the Indenture and will conform
in all material respects to the description thereof in the Prospectus.
(l) Neither the Company nor any of its subsidiaries is in violation
of its articles of association, charter or by-laws or in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or any other instrument to which the Company or any of its subsidiaries is
a party or by which it or any of them may be bound, or to which any of the
property or assets of the Company or any of its subsidiaries is subject, which
violation or default would, singly or in the aggregate, have a Material Adverse
Effect.
(m) None of the execution, delivery and performance of this
Agreement, the Indenture and the Securities and the consummation of the
transactions contemplated herein and therein and compliance by the Company with
its obligations hereunder and thereunder has or will result in a breach of any
of the terms or provisions of, or constitute a default under or require the
consent of any party under the articles of association, charter or by-laws of
the Company and its subsidiaries, any contract, indenture, mortgage, note,
lease, agreement or other instrument to which either the Company or any of its
subsidiaries is a party or by which any of them may be bound, or, to the
Company's knowledge, any applicable law, rule or regulation or any judgment,
order or decree of any government, governmental instrumentality or court,
domestic or foreign, having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets, or has or will
result in the creation or imposition of any lien on the properties or assets of
the Company or any of its subsidiaries.
(n) No labor dispute with the employees of the Company or any of its
subsidiaries exists or, to the knowledge of the Company, is imminent, and the
Company is not aware of any existing or imminent labor disturbance by the
employees of any of its or any of its subsidiary's principal suppliers,
manufacturers, customers or contractors which, in either case, may reasonably be
expected to, individually or in the aggregate, result in a Material Adverse
Effect.
(o) There is no action, suit, proceeding, inquiry or investigation
before or by any court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened against or affecting
the Company or any of its subsidiaries which is
5
<PAGE> 6
required to be disclosed in the Registration Statement and the Prospectus (other
than as disclosed therein), or which might reasonably be expected to,
individually or in the aggregate, result in a Material Adverse Effect, or which
might be reasonably expected to materially and adversely affect the consummation
of the transactions contemplated by this Agreement and the Indenture, or the
performance by the Company of its obligations hereunder and thereunder.
(p) There are no contracts or documents which are required to be
described in the Registration Statement, the Prospectus or the documents
incorporated by reference therein or, except for the filing of this Agreement
and the forms of the supplemental indenture relating to the Securities and the
Securities under cover of a report on Form 6-K prior to the Closing Date, to be
filed as exhibits thereto which have not been so described and/or filed as
required.
(q) The Company and the Material Subsidiaries possess such permits,
licenses, approvals, consents and other authorizations (collectively,
"Governmental Licenses") issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them, except where the failure to possess such Governmental Licenses
would not, singly or in the aggregate, result in a Material Adverse Effect. The
Company and the Material Subsidiaries are in compliance with the terms and
conditions of all such Governmental Licenses, except where the failure so to
comply would not, singly or in the aggregate, result in a Material Adverse
Effect. All of the Governmental Licenses are valid and in full force and effect,
except where the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would not result in a
Material Adverse Effect.
(r) The Company and the Material Subsidiaries own or possess, or can
acquire on reasonable terms, all material patents, patent applications,
trademarks, service marks, trade names, licenses, copyrights and other
intellectual property rights currently employed by them in connection with their
respective businesses, and neither the Company nor any such Material Subsidiary
has received any notice of infringement of or conflict with asserted rights of
any third party with respect to any of the foregoing which, singly or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect,
except as described in or contemplated by the Prospectus.
(s) Neither the Company nor any of its subsidiaries is in violation
of any federal or state law or regulation relating to occupational safety and
health or to the storage, handling or transportation of hazardous or toxic
materials; and the Company and its subsidiaries have received all permits,
licenses or other approvals required of them under applicable international,
federal, state and other occupational safety and health and environmental laws
and regulations to conduct their respective businesses; and the Company and each
such subsidiary is in compliance with all terms and conditions of any such
permit, license or approval, except in each case, any such violation, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals which would not,
singly or in the aggregate, result in a Material Adverse Effect, except as
described in or contemplated by the Prospectus.
(t) The Company is not, and upon the issuance and sale of the
Securities as herein contemplated and the application of the net proceeds
therefrom as described in the Prospectus, will not be, an "investment company"
required to be registered as such under the Investment Company
6
<PAGE> 7
Act of 1940, as amended (the "1940 Act") or an entity under the "control" of an
"investment company" as such terms are defined under the 1940 Act.
(u) Neither the Company nor, to its knowledge, any of its directors,
officers or controlling persons, has taken, directly or indirectly, any action
resulting in a violation of Regulation M under the 1934 Act, or designed to
cause or result in, or that has constituted or that reasonably might be expected
to constitute, the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Securities.
(v) No "forward looking statement" (as defined in Rule 175 under the
1933 Act) contained in the Registration Statement or the Prospectus was made or
reaffirmed without a reasonable basis or was disclosed other than in good faith.
(w) To ensure the legality, validity, enforceability or
admissibility into evidence of each of this Agreement, the Indenture and any
other documents to be furnished hereunder or thereunder in the Kingdom of
Norway, it is not necessary that this Agreement, the Indenture or any such other
document be submitted to, filed or recorded with any court or other authority in
the Kingdom of Norway, or that any stamp or similar tax, imposition or charge be
paid in the Kingdom of Norway on or in respect of any such document.
Any certificate required hereunder to be signed by any officer of
the Company and delivered to the Underwriters or counsel for the Underwriters in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at a purchase price of 99.55% of the
principal amount thereof plus accrued interest, if any, from March 20, 2000 to
the date of payment and delivery, the principal amount of the Securities set
forth opposite such Underwriter's name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 AM, New York City time, on March 20, 2000, which date and
time may be postponed by agreement between the Underwriters and the Company or
as provided in Section 9 hereof (such date and time of delivery and payment for
the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Underwriters against payment by the several
Underwriters of the purchase price thereof to or upon the order of the Company
by wire transfer payable in same-day funds to an account specified by the
Company. Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless Merrill Lynch shall otherwise instruct.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus. Each of the Underwriters hereby represents and agrees that it
has not offered or sold, and will not offer or sell, the Securities in the
Kingdom of Norway by means of any document.
7
<PAGE> 8
5. Agreements. The Company agrees with the several Underwriters that:
(a) Prior to the termination of the offering of the Securities, the
Company will not file any amendment of the Registration Statement or supplement
to the Base Prospectus or any Rule 462(b) Registration Statement unless the
Company has furnished you a copy for your review prior to filing and will not
file any such proposed amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, if filing of the Prospectus is otherwise
required under Rule 424(b), the Company will cause the Prospectus, properly
completed, and any supplement thereto to be filed with the Commission pursuant
to the applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Underwriters of such timely filing.
The Company will promptly advise the Underwriters (1) when the Prospectus, and
any supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall
have been filed with the Commission, (2) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall
have been filed or become effective, (3) of any request by the Commission or its
staff for any amendment of the Registration Statement, or any Rule 462(b)
Registration Statement, or for any supplement to the Prospectus or for any
additional information, (4) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (5) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the institution or threatening
of any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act any event occurs as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend the Registration Statement
or supplement the Prospectus to comply with the Act or the Exchange Act, the
Company promptly will (1) notify the Underwriters of such event, (2) prepare and
file with the Commission, subject to the first sentence of paragraph (a) of this
Section 5, an amendment or supplement which will correct such statement or
omission or effect such compliance and (3) supply any supplemented Prospectus to
you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Underwriters an earnings statement
or statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Underwriters and counsel for the
Underwriters, without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of the Prospectus and any
supplement thereto as the Underwriters may reasonably request. The Company will
pay the expenses of printing or other production of all documents relating to
the offering.
8
<PAGE> 9
(e) The Company will arrange, if necessary, for the qualification of
the Securities for sale under the laws of such jurisdictions as the Underwriters
may designate, will maintain such qualifications in effect so long as required
for the distribution of the Securities and will pay any fee of the National
Association of Securities Dealers, Inc., in connection with its review of the
offering; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Securities, in any jurisdiction where
it is not now so subject.
(f) Between the date of this Agreement and the Closing Date, the
Company will not, without the prior written consent of Merrill Lynch, directly
or indirectly, issue, sell, offer to sell, grant any option for the sale of, or
otherwise dispose of, any debt securities of the Company or of any subsidiary of
the Company with a maturity of more than one year, including, without
limitation, any additional Securities.
6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time and the Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement, will
be filed in the manner and within the time period required by Rule 424(b), and
no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been instituted
or threatened.
(b) The Company shall have furnished to the Underwriters the opinion
of Knut Haavardsen, General Counsel for the Company, dated the Closing Date and
addressed to the Underwriters substantially to the effect that:
(i) The Company is a public limited liability company duly
organized and validly existing under the laws of the Kingdom of Norway;
each Material Subsidiary of the Company other than United States
Material Subsidiaries (the "Non-U.S. Material Subsidiaries") has been
duly organized and is validly existing as a corporation and (where
applicable) is in good standing under the laws of its jurisdiction of
incorporation; the Company and each Non-U.S. Material Subsidiary are
duly qualified to transact business as foreign corporations and (where
applicable) are in good standing under the laws of all other
jurisdictions where the ownership or leasing of their respective
properties or the conduct of their respective businesses requires such
qualification, except where the failure to be so qualified or in good
standing does not amount to a material liability or disability to the
Company and its subsidiaries, taken as a whole.
9
<PAGE> 10
(ii) The Company and each Non-U.S. Material Subsidiary have
corporate power to own or lease their respective properties and conduct
their respective businesses as described in the Prospectus.
(iii) The issued shares of capital stock of each of the Material
Subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable and, except as otherwise set forth in the
Prospectus and as listed in Schedule II, are owned beneficially by the
Company free and clear of any perfected security interests or, to the
best knowledge of such counsel, any other security interests, liens,
encumbrances, equities or claims.
(iv) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus (except for subsequent
issuances, if any, pursuant to employee benefit plan or dividend
reinvestment and stock purchase plan transactions), and the shares of
issued and outstanding capital stock of the Company have been duly
authorized and validly issued and are fully paid and non-assessable.
(v) This Agreement, the Indenture and the Securities have been
duly authorized, executed and delivered by the Company.
(vi) The information in the Prospectus under the captions "Risk
Factors" and "Use of Proceeds" to the extent that they involve matters
of law, summaries of legal matters, documents or proceedings, or legal
conclusions, has been reviewed by such counsel and is correct in all
material respects.
(vii) The execution, delivery and performance of this Agreement,
the Indenture and the Securities, the consummation of the transactions
contemplated herein and therein, and the compliance by the Company with
its obligations hereunder and thereunder do not conflict with, result
in a breach of, or constitute a default under or require the consent of
any party under the articles of association, charter or by-laws of the
Company or any of its Material Subsidiaries, or any contract,
indenture, mortgage, agreement, note, lease or other instrument known
to counsel to which the Company or any of its Material Subsidiaries is
a party or by which any of them may be bound, or any applicable law,
rule or regulation, or any judgment, order or decree of any government,
governmental instrumentality or court, domestic or foreign, known to
such counsel and having jurisdiction over the Company or any of its
Material Subsidiaries or any of their respective properties or assets
or did or will result in the creation or imposition of any lien on the
properties or assets of the Company or any of its Material
Subsidiaries.
(viii) To the best of such counsel's knowledge, there are no
actions, suits or proceedings before or by any court or governmental
agency or body, domestic or foreign, pending or threatened which are
required to be disclosed in the Registration Statement or the
Prospectus, other than those disclosed therein, or which might
reasonably be expected to, individually or in the aggregate, result in
a Material Adverse Effect.
(ix) To the best of such counsel's knowledge and information,
there are no contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments
10
<PAGE> 11
required to be described or referred to or incorporated by reference in
the Registration Statement or to be filed as exhibits thereto other
than those described or referred to or incorporated by reference
therein or filed as exhibits thereto; the descriptions thereof are
fairly summarized and the references thereto are true and correct.
(x) Under the laws of the Kingdom of Norway, the Company is not
prohibited from submitting to the jurisdiction of any United States or
state court located in the State of New York or from irrevocably
appointing CT Corporation System as authorized agent of the Company for
the purpose described in Section 17 of this Agreement.
In addition, such counsel shall state that such counsel has no reason
to believe that the Registration Statement, as of its effective date,
contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading or that the Prospectus, as of its date or the
Closing Date, included or includes any untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading. Such counsel shall also state
that he has no reason to believe that any document filed under the
Exchange Act and incorporated by reference in the Registration
Statement and the Prospectus, when it was filed with the Commission,
contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading. In rendering his statement pursuant to this
paragraph, such counsel may state that the limitations inherent in the
independent verification of factual matters and the character of
determinations involved in the registration process are such that such
counsel does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement, the Prospectus or such incorporated documents
except to the extent expressed in the opinions set forth in paragraphs
(vi) and (ix); and that he does not express any opinion or belief as to
the financial statements or other financial data contained in the
Registration Statement, the Prospectus or such incorporated documents.
The foregoing opinions may be limited to the laws of Norway.
(c) The Company shall have furnished to the Underwriters the opinion
of Baker Botts L.L.P., counsel to the Company, dated the Closing Date and
addressed to the Underwriters, to the effect that:
(i) The Registration Statement has been declared effective under
the Act; the Prospectus was filed with the Commission pursuant to Rule
424(b) under the Act within the time period required by such rule and,
to the knowledge of such counsel, (a) no stop order suspending the
effectiveness of the Registration Statement or any amendment thereto
has been issued, and (b) no proceedings for that purpose have been
instituted or threatened by the Commission.
11
<PAGE> 12
(ii) The Registration Statement, as of its Effective Date, and
the Prospectus, as of the date of the Prospectus Supplement (other than
the financial statements, the notes thereto and related schedules and
other financial data included or incorporated by reference therein, or
the exhibits to the Registration Statement, including any Form T-1, as
to which no opinion need be rendered), comply as to form in all
material respects with the applicable requirements of the Act; each of
the documents filed under the Exchange Act and incorporated by
reference into the Registration Statement (other than the financial
statements (including the notes thereto and related schedules) and
other financial data included therein, as to which such counsel need
express no opinion), when it was filed with the Commission, complied as
to form in all material respects with the applicable requirements of
the Exchange Act.
(iii) The execution, delivery and performance of this Agreement,
the Securities and the Indenture and the applicable supplement thereto
and compliance by the Company with all the provisions hereof and
thereof and the consummation of the transactions contemplated hereby
and thereby will not (a) require any consent, approval, authorization
or other order of, or filing or registration with, any federal or State
of New York or State of Texas court, regulatory body, administrative
agency or other governmental body (except as such may be required under
the securities or Blue Sky laws of the various states, the Act or the
1939 Act).
(iv) The statements in the Prospectus under the caption
"Description of the Notes" (except under the subsection "Book-Entry
Delivery and Settlement") insofar as such statements constitute a
summary of legal matters, documents or proceedings referred to therein,
fairly present the information called for with respect to such legal
matters, documents or proceedings.
(v) The Indenture, assuming due authorization, execution, and
delivery thereof by the Trustee, constitutes a valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, except to the extent that enforcement
thereof may be limited by the Bankruptcy Exceptions; and the Indenture
has been duly qualified under the 1939 Act.
(vi) The Securities are in the form contemplated by the
Indenture, and when executed and authenticated in the manner provided
for in the Indenture and delivered against payment therefor, will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by the Bankruptcy
Exceptions.
(vii) The Company is not an "investment company" required to be
registered as such under the 1940 Act and is not under the "control" of
an "investment company" within the meaning of the 1940 Act.
(viii) Under the laws of the State of New York relating to
submission to personal jurisdiction, by execution and delivery of this
Agreement, the Company has validly and irrevocably submitted to the
non-exclusive personal jurisdiction of any United States or
12
<PAGE> 13
state court located in the State of New York, has validly and
irrevocably waived any objection that it may have to the laying of
venue in any such court of a proceeding against it brought by any
Underwriter or by any person who controls any Underwriter arising out
of or based upon this Agreement; and, in addition, has validly and,
subject to the payment of any renewal fees, irrevocably appointed CT
Corporation System as authorized agent of the Company for the purpose
described in Section 17 of this Agreement.
(ix) Each United States Material Subsidiary of the Company (a
"U.S. Material Subsidiary") is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation; each
U.S. Material Subsidiary is duly qualified to transact business as a
foreign corporation and is in good standing under the laws of all other
jurisdictions where the ownership or leasing of its properties or the
conduct of its business requires such qualification, except where the
failure to be so qualified or in good standing does not amount to a
material liability or disability to the Company and its subsidiaries,
taken as a whole.
(x) Each U.S. Material Subsidiary has corporate power to own or
lease its properties and conduct its businesses as described in the
Prospectus.
(xi) To the best knowledge of such counsel, (A) no legal or
governmental proceedings are pending to which the Company or any of its
U.S. Material Subsidiaries is a party or to which the property of the
Company or any of its U.S. Material Subsidiaries is subject that are
required to be described in the Registration Statement or the
Prospectus and are not described therein, and, to the best knowledge of
such counsel without independent investigation, no such proceedings
have been threatened against the Company or any of its U.S. Material
Subsidiaries or with respect to any of their respective properties and
(B) no contract or other document is required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit
to the Registration Statement that is not described therein or filed as
required.
In giving such opinion, such counsel may rely, as to all matters
governed by the laws of the Kingdom of Norway, upon the opinions
rendered pursuant to Sections 6(b) and 6(d) of this Agreement. Such
counsel may also (a) state that their opinion is limited to matters
governed by the Federal laws of the United States of America, the
corporate laws of the State of Delaware, the laws of the State of Texas
and the laws of the State of New York, (b) state that the opinion set
forth in (viii) above is subject to the discretion of a court to
transfer a case to another court based on principles of forum non
conveniens or similar principles, (c) as to matters of fact, rely upon
certificates and representations of officers of the Company and of
governmental officials and other sources believed by them to be
responsible, and (d) assume that the signatures on all documents
examined by them are genuine, all documents submitted to them are
authentic, and all documents submitted as certified or photostatic
copies or translations conform with the originals.
Baker Botts L.L.P. shall additionally state that such counsel
participated in conferences with certain officers and other
representatives of the Company, representatives of the independent
public accountants of the Company, representatives of the Underwriters
and counsel for the
13
<PAGE> 14
Underwriters at which the contents of the Registration Statement and
the Prospectus and related matters were discussed. Such counsel shall
state that although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement, the Prospectus
or any of the documents incorporated by reference in the Registration
Statement and the Prospectus (except as otherwise expressly provided in
clause (iv) of such opinion), such counsel advises the Underwriters
that, on the basis of the foregoing, in the course of acting as counsel
to the Company in this transaction, no facts have come to their
attention that lead them to believe that the Registration Statement
(except for (i) financial statements and schedules contained therein
(including the notes thereto and the auditors' reports thereon), (ii)
the other financial information contained therein or (iii) the exhibits
thereto, as to which they have not been asked to comment) on the
effective date of the Registration Statement, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, that the Prospectus (except for (i) the
financial statements and schedules contained therein (including the
notes thereto and the auditors' report thereon), (ii) the other
financial information contained therein or (iii) the exhibits thereto,
as to which they have not been asked to comment) as of its date
contained, or as of the Closing Date contains, any untrue statement of
a material fact or omitted or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading or that any document filed under
the Exchange Act and incorporated by reference in the Registration
Statement and the Prospectus (except for (i) the financial statements
and schedules contained therein (including the notes thereto and the
auditors' reports thereon), (ii) other financial information contained
therein or (iii) the exhibits thereto, as to which they have not been
asked to comment), when it was filed with the Commission, contained any
untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading. In rendering its opinion pursuant to this
paragraph, Baker Botts L.L.P. may state that their letter is furnished
as special United States counsel for the Company to the Underwriters
and is solely for the benefit of the several Underwriters.
(d) The Company shall have furnished to the Underwriters the opinion
of Wikborg, Rein & Co., special Norwegian counsel to the Company, dated the
Closing Date and addressed to the Underwriters, to the effect that:
(i) The Company has been duly established and registered and is
validly existing as a public limited liability company under the laws
of the Kingdom of Norway;
(ii) The Company has the necessary corporate power to enter into
this Agreement and the Indenture and to execute and deliver the
Securities and to carry out all the terms and provisions hereof and
thereof to be carried out by it;
(iii) This Agreement, the Indenture and the Securities and the
consummation of the transactions contemplated hereby and thereby have
been duly authorized, executed and delivered by the Company;
14
<PAGE> 15
(iv) The execution, delivery and performance of this Agreement,
the Indenture and the Securities, and compliance by the Company with
all the provisions hereof and thereof and the consummation of the
transactions contemplated hereby and thereby do not (a) require any
consent, approval, authorization or other order of, or filing or
registration with, any Norwegian court or any regulatory body,
administrative body, administrative agency or other governmental body
of the Kingdom of Norway except as has been obtained, and except that
the Company shall be required to notify the Bank of Norway of the
Indenture and the Securities issued thereunder upon execution thereof,
(b) conflict with the Articles of Association in existence of the
Company, or (c) violate or conflict with any Norwegian laws,
administrative regulations or rulings applicable to the Company, except
as any right of indemnification or contribution or disclaimers of
liability thereunder may be limited by law;
(v) The choice of the law of the State of New York to govern
this Agreement, the Indenture and the Securities and the consummation
of the transactions contemplated hereby and thereby as to which the
Company is a party is valid under the laws of the Kingdom of Norway,
and a court in Norway would uphold such choice of law in a suit, action
or other proceeding thereon in a Norwegian court; subject to the
limitation that the laws of the State of New York would not be applied
to the extent that it will be contrary to Norwegian public policy and
that a Norwegian court will apply Norwegian procedural rules in any
such action or proceeding;
(vi) The laws, governmental rules, regulations and decrees of
the Kingdom of Norway permit the transfer by the Company through a
licensed Norwegian bank of United States Dollars representing payments,
by it under the Indenture and the Securities without a Norwegian
exchange control license;
(vii) The Company is not entitled to immunity from suit,
execution, attachment or other legal process in the Kingdom of Norway;
(viii) No Norwegian stamp or other issuance or transfer taxes or
duties are imposed upon or payable by or on behalf of any Underwriter
to the Kingdom of Norway or any political subdivision or taxing
authority thereof or therein in connection with the issue, sale and
delivery of, or in connection with any payments to be made on, the
Securities or to the Underwriters pursuant to this Agreement;
(ix) Under the laws of the Kingdom of Norway and under current
practice of the Norwegian courts, the Underwriters would be permitted
to commence proceedings against the Company in Norwegian courts of
competent jurisdiction based upon this Agreement, and such Norwegian
courts would accept jurisdiction over any such action or proceeding
(except that such courts may decline jurisdiction on grounds of forum
non conveniens) and would give effect to the choice of New York law as
the proper law of such agreements subject to the limitation that New
York law will not be applied to the extent that it will be contrary to
Norwegian public policy and that Norwegian courts will apply Norwegian
procedural rules in any such action or proceeding. Under Norwegian
procedural rules, a Norwegian defendant may require that an Underwriter
as a foreign party provide a bank guarantee covering court costs and
the defendant's legal costs (if granted by the court);
15
<PAGE> 16
(x) The Underwriters will not be deemed resident, domiciled,
carrying on business or subject to taxation in the Kingdom of Norway
solely by reason of their execution, delivery, performance or
enforcement of this Agreement;
(xi) The statements regarding Norwegian law under the captions
"Risk Factors," "Enforceability of Civil Liabilities", "Norwegian Tax
Consequences" and "Limitations Affecting Security Holders" in the
Prospectus and in Item 15 of Part II of the Registration Statement have
been reviewed by such counsel and fairly summarize in all material
respects the applicable Norwegian laws subject to such qualifications
as may be set out therein.
In rendering any such opinion, such counsel may (i) as to matters
governed by the Federal laws of the United States of America or the
laws of any state of the United States of America, rely upon the
opinions rendered pursuant to Section 6(c) of this Agreement, (ii) as
to matters of fact, rely upon certificates and representations of
officers of the Company and of government officials, (iii) assume the
due authorization and execution of this Agreement by the Underwriters
without independent verification, and (iv) assume that (A) the
signatures on all documents examined by them are genuine, (B) all
documents submitted to them are authentic, and (C) all documents
submitted as certified or photostatic copies or translations conform
with the originals. In rendering its opinion pursuant to this
paragraph, Wikborg, Rein & Co. may state that their letter is furnished
as special Norwegian counsel for the Company to the Underwriters and is
solely for the benefit of the several Underwriters, except that Baker
Botts L.L.P. and Vinson & Elkins L.L.P. may rely thereon as to all
matters of Norwegian law.
(e) The Underwriters shall have received from Vinson & Elkins
L.L.P., counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Underwriters, with respect to the issuance and
sale of the Securities, the Registration Statement, the Prospectus (together
with any supplement thereto) and other related matters as the Underwriters may
reasonably require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to pass
upon such matters. The opinion or opinions of such counsel shall be rendered to
the Underwriters at the request of the Company and shall so state therein.
(f) The Company shall have furnished to the Underwriters a
certificate of the Company, signed by the President or a Vice-President and the
Treasurer or principal financial or accounting officer of the Company dated the
Closing Date, to the effect that the signers of such certificates have carefully
examined the Registration Statement, the Prospectus, any supplements to the
Prospectus and this Agreement and that:
(i) The representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date;
16
<PAGE> 17
(ii) To their knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or threatened by the
Commission; and
(iii) Since the date of the most recent financial statements
included or incorporated by reference in the Prospectus (exclusive of
any supplement thereto dated after the date hereof), there has been no
material adverse effect on the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries,
taken as a whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in
the Prospectus (exclusive of any supplement thereto dated after the
date hereof).
(g) PricewaterhouseCoopers LLP shall have furnished to the
Underwriters letters, dated as of the Execution Time, in form and substance
satisfactory to the Underwriters, to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act;
(ii) In their opinion, the consolidated financial statements and
any supplementary financial information and schedules audited by them
and included or incorporated by reference in the Registration Statement
or the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act;
(iii) On the basis of limited procedures, not constituting an
audit in accordance with generally accepted auditing standards,
including a reading of the unaudited consolidated financial statements
and other information referred to below, a reading of the latest
available unaudited interim consolidated financial statements of the
Company and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the audited consolidated financial
statements set forth in the Company's Annual Report on Form 20-F for
the most recent year, inquiries of officials of the Company and its
subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter,
nothing came to their attention that caused them to believe that:
(A) the unaudited consolidated financial statements set
forth in the Company's Reports on Form 6-K incorporated by reference
in the Registration Statement and the Prospectus as amended or
supplemented do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange Act as they
apply to Form 6-K or are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited consolidated financial statements set forth
in the Company's Annual Report on Form 20-F for the most recent year
ended incorporated by reference in the Registration Statement and
the Prospectus as amended or supplemented;
17
<PAGE> 18
(B) any other unaudited income statement data and balance
sheet items included in the Prospectus do not agree with the
corresponding items in the unaudited consolidated financial
statements from which such data and items were derived, and any such
unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements included or
incorporated by reference in the Registration Statement and the
Prospectus as amended or supplemented;
(C) any unaudited pro forma consolidated condensed
financial statements or any unaudited pro forma consolidating
financial statements included or incorporated by reference in the
Prospectus as amended or supplemented do not comply as to form in
all material respects with the applicable accounting requirements of
the Act or the pro forma adjustments have not been properly applied
to the historical amounts in the compilation of those statements;
(D) as of a specified date not more than five days prior
to the date of delivery of such letter, there has been any decrease
or increase in the capital stock (except for any increases in
connection with any employee benefit, dividend reinvestment or stock
purchase plan of the Company) or any increase or decrease in
redeemable cumulative Securities or long-term debt including capital
lease obligations (except for sinking fund and installment
requirements under their long-term debt agreement, terms of the
Securities of subsidiaries and purchases in the open market in
anticipation thereof) or any increase in short-term debt, or any
decrease in consolidated common shareholders' equity of the Company
and its consolidated subsidiaries (other than periodic dividends
declared to shareholders and any decreases pursuant to the terms of
the preferred redeemable increased dividend equity securities of the
Company), in each case as compared with the corresponding amounts
shown in the latest consolidated statement of financial position
incorporated by reference in the Registration Statement and the
Prospectus as amended or supplemented, except in each case for
increases or decreases which the Prospectus as amended or
supplemented, including financial information incorporated by
reference, discloses have occurred or may occur or which are
described in such letter;
(E) for the period from the date of the latest
consolidated financial statements included or incorporated by
reference in the Prospectus as amended or supplemented to the end of
the latest period for which consolidated financial statements are
available, there were any decreases in consolidated operating
revenues, operating income, net income or earnings available for
ordinary shares of the Company and its consolidated subsidiaries, or
any increases in any items specified by the Underwriters, in each
case as compared with the corresponding period in the preceding year
and with any other period of corresponding length specified by the
Underwriters, except in each case for increases or decreases which
the Prospectus as amended or supplemented, including financial
information incorporated by reference, discloses have occurred or
may occur or which are described in such letter; and
18
<PAGE> 19
(iv) In addition to the limited procedures, inspection of minute
books, inquiries and other procedures referred to in clause (iii)
above, they have carried out certain other specified procedures, not
constituting an audit in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information which are derived from the general accounting records of
the Company and its subsidiaries, which appear in the Prospectus as
amended or supplemented and the Registration Statement, in the
Company's Annual Report on Form 20-F for the latest year ended and in
the Company's Reports on Form 6-K since the latest Annual Report on
Form 20-F and which are specified by the Underwriters, and have
compared certain of such amounts, percentages and financial information
with the accounting records of the Company and its subsidiaries and
have found them to be in agreement.
In addition, the Underwriters shall have received from PricewaterhouseCoopers
LLP a letter dated as of the Execution Time, in form and substance satisfactory
to the Underwriters, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the audited combined financial statements of the FPSO Operations of
Awilco ASA as of September 30, 1997 and December 31 1996, and for the nine
months ended September 30, 1997 and the year ended December 31, 1996 and the
unaudited combined financial statements of the FPSO Operations of Awilco ASA as
of December 31, 1997 and for the year ended December 31, 1997.
(h) On the Closing Date, the Underwriters shall have received from
PricewaterhouseCoopers LLP a letter, dated as of the Closing Date, to the effect
that they reaffirm the statements made in the letter furnished pursuant to
subsection (g) of this Section, except that the specified date referred to shall
be a date not more than three business days prior to the Closing Date.
(i) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof dated after the date hereof) and the Prospectus (exclusive of
any supplement thereto dated after the date hereof), there shall not have been
(i) any change or decrease specified in the letter or letters referred to in
paragraph (h) of this Section 6, (ii) any change in or affecting the condition
(financial or otherwise), earnings, business or properties of the Company and
its subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in the
Prospectus (exclusive of any supplement thereto dated after the date hereof) or
(iii) any change or development involving a prospective change in national or
international political, financial or economic conditions, the effect of which,
in any case referred to in clause (i) or (ii) above, is, in the reasonable
judgment of the Underwriters, so material and adverse as to make it impractical
or inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof
dated after the date hereof) and the Prospectus (exclusive of any supplement
thereto dated after the date hereof).
(j) At the Closing Date, the Securities shall be rated at least
"Baa3" by Moody's Investors Service, Inc. and "BBB" by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., and the Company shall
have delivered to the Underwriters a letter from such nationally recognized
statistical rating agencies, or other evidence satisfactory to the Underwriters,
confirming that the Securities have ratings consistent with the foregoing; and
(i) there
19
<PAGE> 20
shall not have occurred any decrease in the ratings of any of the debt
securities of the Company or of the Securities by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Act) and (ii) each of such organizations shall not have publicly announced
that it has under surveillance or review, with possible negative implications,
its rating of any of the securities of the Company or of the Securities.
(k) Prior to the Closing Date, the Company shall have furnished to
the Underwriters such further information, certificates and documents as the
Underwriters may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriters and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Underwriters. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be
delivered at the office of Baker Botts L.L.P. at 910 Louisiana Street, Houston,
Texas 77002, on the Closing Date.
7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied
or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally through Merrill Lynch on demand for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of one
Underwriters' counsel) that shall have been incurred by them in connection with
the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made
20
<PAGE> 21
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through Merrill Lynch
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify
and hold harmless the Company, each of its directors, officers and agents, and
each person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each Underwriter, but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of such Underwriter
specifically for inclusion in the documents referred to in the foregoing
indemnity, and will reimburse the Company and such other persons for any legal
or other expense reasonably incurred by the Company or such other persons in
connection with investigating or defending any such action or claim as such
expenses are incurred. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth under the heading "Underwriting", (i) the list of
Underwriters and their respective participation in the sale of the Securities,
(ii) the second and fourth full paragraphs under such list and (iii) the third
sentence in the third paragraph under such list in the Prospectus constitute the
only information furnished in writing by or on behalf of the several
Underwriters for inclusion in the Prospectus.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party and which
conflict with the defenses available to the indemnified party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. In no event shall the
21
<PAGE> 22
indemnifying party be liable for fees, costs and expenses of more than one
counsel (in addition to local counsel) separate from its own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party. An indemnifying party shall not
be liable under this Section 8 to any indemnified party regarding any settlement
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent is consented to by such
indemnifying party, which consent shall not be unreasonably withheld.
If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for reasonable fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by this Section 8 effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received written notice of the terms of such settlement at least 30 days
prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement. Notwithstanding the immediately preceding
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel, an indemnifying party shall not be liable for any
settlement of the nature contemplated by this Section 8 effected without its
consent if such indemnifying party, prior to the date of settlement, (i)
reimburses such indemnified party in accordance with such requested to the
extent such indemnifying party considers such request to be reasonable and (ii)
provides written notice in reasonable detail to the indemnified party of the
reasons such indemnifying party considers the unpaid balance as unreasonable.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Underwriters on the other from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters severally shall
contribute in such
22
<PAGE> 23
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by it, and benefits received by
the Underwriters shall be deemed to be equal to the total underwriting discounts
and commissions, in each case as set forth on the cover page of the Prospectus.
Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the
Company on the one hand or the Underwriters on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of the Company shall have the same rights
to contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule I hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Underwriters shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Underwriters, by notice given to the Company prior to
delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the American Depositary Shares
23
<PAGE> 24
representing shares, nominal value NOK 5 per share, of the Company shall have
been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by U.S., New York or
Norwegian authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States or Norway of a
national emergency or war or other material adverse effect on United States or
Norway financial markets such as to make it, in the reasonable judgment of the
Underwriters, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of any
supplement thereto dated after the date hereof).
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and agents and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or any
of the officers, directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriters, will be directed to
Merrill Lynch at North Tower, World Financial Center, New York, New York
10281-1201, Attention: Debt Syndicate Department; or, if sent to the Company,
will be mailed, delivered or telefaxed to Petroleum Geo-Services ASA at
Strandveien 50 E, P.O. Box 89, N-1325 Lysaker, Norway, Attention: General
Counsel (Fax: 011-47-67-53-68-83), with a copy to 16010 Barker's Point Lane,
Houston, Texas 77079, Attention: Chief Financial Officer (Fax: 281-589-8092).
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.
15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.
17. Consent to Jurisdiction and Service of Process. The Company
irrevocably agrees that any suit, action or proceeding against it brought by any
Underwriter or by any person who controls any Underwriter, arising out of or
based upon this Agreement or the transactions contemplated hereby may be
instituted in any state or federal court in the State of New York and
irrevocably
24
<PAGE> 25
waives any objection that it may now or hereafter have to the laying of venue of
any such suit, action or proceeding, and irrevocably submits to the nonexclusive
jurisdiction of such courts in any such suit, action or proceeding. The Company
has irrevocably appointed CT Corporation System, 111 Eighth Avenue, New York,
New York 10011 as its Authorized Agent (the "Authorized Agent") upon whom
process may be served in any suit, action or proceeding arising out of or based
on this Agreement or the transactions contemplated hereby that may be instituted
in any state or federal court in the State of New York by any Underwriter or by
any person who controls any Underwriter, and the Company expressly consents to
the personal jurisdiction of any such court in respect of any such suit, action
or proceeding, and to the fullest extent permitted by applicable law waives any
other requirements of or objections to personal jurisdiction with respect
thereto. The Company represents and warrants that the Authorized Agent has
agreed to act as said agent for service of process, and the Company agrees to
take any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company for purposes of any such suit,
action or proceeding instituted in any state or federal court in the State of
New York. Notwithstanding the foregoing, any suit, action or proceeding based on
this Agreement may be instituted by any Underwriter in any competent court in
the Kingdom of Norway.
18. Waiver of Immunities. To the extent that the Company or any of its
respective properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to them, any right of immunity, on the grounds
of sovereignty, from any legal action, suit or proceeding, from set-off or
counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment or from attachment in aid of execution of
judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to
their obligations, liabilities or any other matter under or arising out of or in
connection with this Agreement, the Company hereby irrevocably and
unconditionally, to the extent permitted by applicable law, waives and agrees
not to plead or claim any such immunity and consents to such relief and
enforcement.
19. Foreign Taxes. All payments by the Company to each of the
Underwriters hereunder shall be made free and clear of, and without deduction or
withholding for or on account of, any and all present and future income, stamp
or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereinafter imposed, levied, collected, withheld or
assessed by the Kingdom of Norway, the United States or any other jurisdiction
in which the Company has an office from which payment is made or deemed to be
made, excluding (i) any such tax imposed by reason of such Underwriter having
some connection with any such jurisdiction other than its participation as
Underwriter hereunder, and (ii) any income or franchise tax on the overall net
income of such Underwriter imposed by the United States or by the State of New
York or any political subdivision of the United States or of the State of New
York (all such non-excluded taxes, "Foreign Taxes"). If the Company is prevented
by operation of law or otherwise from paying, causing to be paid or remitting
that portion of amounts payable hereunder represented by Foreign Taxes withheld
or deducted, then amounts payable under this Agreement shall, to the extent
permitted by law, be increased to such amount as is necessary to yield and remit
to each Underwriter an amount which,
25
<PAGE> 26
after deduction of all Foreign Taxes (including all Foreign Taxes payable on
such increased payments) equals the amount that would have been payable if no
Foreign Taxes applied.
20. Payment Currency. To the fullest extent permitted by applicable
law, the obligation of the Company in respect of any amount due hereunder shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in United
States Dollars that the party entitled to receive such payment may, in
accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and costs of exchange) in the city of receipt
on the Business Day immediately following the day on which such party receives
such payment. If the amount in Dollars that may be so purchased for any reason
falls short of the amount originally due, the Company shall pay such additional
amounts, in Dollars, as may be necessary to compensate for the shortfall. Any
obligation of the Company not discharged by such additional payment shall, to
the fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.
21. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.
"Base Prospectus" shall mean the base prospectus relating the
securities of the Company referred to in the fourth paragraph hereof contained
in the Registration Statement at the Effective Date, in the form first filed
pursuant to Rule 424(b).
"Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.
"Effective Date" shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or become effective under the Act.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.
"Prospectus" shall mean the prospectus supplement to the Base
Prospectus that describes the Securities and the offering thereof, together with
the Base Prospectus, in the form first filed pursuant to Rule 424(b) after the
Execution Time.
"Registration Statement" shall mean the registration statement
referred to in fourth paragraph hereof, including exhibits (other than the
Statements of Eligibility and Qualification on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustees named in the Registration
Statement) and financial statements, as amended at the Execution Time and, in
the event any post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration Statement,
as the case may be.
26
<PAGE> 27
"Rule 424"and "Rule 462" refer to such rules under the Act.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b) relating to
the offering covered by the initial registration statement.
27
<PAGE> 28
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
PETROLEUM GEO-SERVICES ASA
By: /s/ SAM R. MORROW
--------------------------------------
Name: Sam R. Morrow
Title: Senior Vice President--Finance and
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
CHASE SECURITIES INC.
SALOMON SMITH BARNEY INC.
WARBURG DILLON READ LLC
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ WILLIAM C. MONTGOMERY
-------------------------------
William C. Montgomery
Managing Director
28
<PAGE> 29
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
SECURITIES TO
UNDERWRITERS BE PURCHASED
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................ $101,250,000
Prudential Securities Incorporated ...... 56,250,000
------------
Chase Securities Inc. ................... 22,500,000
------------
Salomon Smith Barney Inc. ............... 22,500,000
------------
Warburg Dillon Read LLC ................. 22,500,000
------------
Total .......................... $225,000,000
============
</TABLE>
29
<PAGE> 30
SCHEDULE II
SUBSIDIARIES
Direct Ownership by PGS
<TABLE>
<CAPTION>
NAME JURISDICTION OWNERSHIP
- ---- -------------- ---------
<S> <C> <C>
PGS Shipping AS*.............................................. Norway 100%
Oslo Seismic Services Ltd..................................... Isle of Man 100%
PGS Exploration AS*........................................... Norway 100%
PGS Research AS............................................... Norway 100%
PGS Data Management AS........................................ Norway 100%
PGS Reservoir AS.............................................. Norway 100%
Multiklient Invest AS*........................................ Norway 100%
PGS Tensor AS................................................. Norway 100%
PGS Ocean Bottom Seismic AS................................... Norway 100%
Petroleum Geo-Services (U.S.), Inc............................ United States 100%
Petroleum Geo-Services (UK), Ltd.............................. United Kingdom 100%
Seahouse Insurance Ltd........................................ Bermuda 100%
PEGEESSE Ltda................................................. Brazil 99%
PGS Exploration (Nigeria) Ltd................................. Nigeria 100%
Atlantis Holding Norway AS.................................... Norway 100%
PGS Offshore Technology AS.................................... Norway 100%
PGS Tensor Middle Ease SAE.................................... Egypt 100%
PGS Seres AS.................................................. Norway 100%
PGS Intervention AS........................................... Norway 100%
PGS Asia Pacific Pte. Ltd..................................... Singapore 100%
PGS Australia Pty. Ltd........................................ Australia 100%
Spekter GNO AS*............................................... Norway 100%
PGS Consulting AS............................................. Norway 100%
UNACO AB...................................................... Sweden 100%
Hara Skip AS.................................................. Norway 100%
</TABLE>
Indirect Ownership by PGS
<TABLE>
<CAPTION>
OWNERSHIP BY
NAME JURISDICTION PGS GROUP
- ---- -------------- ------------
<S> <C> <C>
Atlantic Power Group Limited.................................. United Kingdom 100%
Petrojarl 4 DA*............................................... Norway 99.25%
PGS Tensor Geofisica CA....................................... Venezuela 100%
Atlantic Explorer AS.......................................... Norway 100%
PGS Exploration (M) SDN BHD................................... Malaysia 100%
PGS Exploration (U.S.), Inc.*................................. United States 100%
PGS Tensor, Inc............................................... United States 100%
Acadian Geophysical Services, Inc............................. United States 100%
</TABLE>
30
<PAGE> 31
<TABLE>
<CAPTION>
OWNERSHIP BY
NAME JURISDICTION PGS GROUP
- ---- -------------- ------------
<S> <C> <C>
PGS Reservoir (U.S.), Inc..................................... United States 100%
PGS Ocean Bottom Seismic, Inc................................. United States 100%
PGS Data Management, Inc...................................... United States 100%
PGS Exploration (UK) Ltd.*.................................... United Kingdom 100%
PGS Floating Production (UK) Ltd.............................. United Kingdom 100%
PGS Data Management (UK) Ltd.................................. United Kingdom 100%
PGS Ocean Bottom Seismic Ltd.................................. United Kingdom 100%
PGS Pension Trustee Ltd....................................... United Kingdom 100%
Tigress Ltd................................................... United Kingdom 100%
PGS Reservoir (UK), Ltd....................................... United Kingdom 100%
Atlantis Technology Services Ltd.............................. United Kingdom 100%
Petrodata AS.................................................. Norway 67%
Atlantic Seismic Equipment AS................................. Norway 100%
Atlantis Technology Services Tunisia AS....................... Norway 100%
Atlantis Technology Services Ajman AS......................... Norway 100%
Atlantis Ras Al Khaimah AS.................................... Norway 100%
Oslo Seismic Services Inc..................................... United States 100%
Oslo Explorer (Isle of Man) Plc............................... Isle of Man 100%
Oslo Challenger (Isle of Man) Plc............................. Isle of Man 100%
PGS Shipping (Isle of Man) Ltd.*.............................. Isle of Man 100%
PGS Onshore, Inc.............................................. United States 100%
PGS Floating Production, Inc.................................. United States 100%
PGS Americas, Inc............................................. United States 100%
Offshore Invest, Inc.......................................... United States 100%
Seismic Energy Holding, Inc................................... United States 100%
Petroleum Data Management AS.................................. Norway 100%
PGS Caspian AS................................................ Norway 100%
PGS Multiclient Services, Inc................................. United States 100%
PGS Tigress (UK) Ltd.......................................... United Kingdom 100%
PGS Marine Services (IoM) Ltd................................. Isle of Man 100%
Atlantis Argyll AS............................................ Norway 100%
Golar-Nor Holding AS.......................................... Norway 100%
Golar-Nor Offshore AS......................................... Norway 100%
Golar-Nor Offshore (UK) Ltd................................... United Kingdom 100%
K/S Petrojarl I AS*........................................... Norway 97.5%
Petrojarl I AS*............................................... Norway 100%
Golar-Nor (UK) Ltd............................................ United Kingdom 100%
Deep Gulf L.L.C............................................... United States 50.1%
Atlantic Consulting Ltd....................................... United Kingdom 100%
Atlantic Environmental Ltd.................................... United Kingdom 100%
Atlantic Power & Gas Engineering.............................. United Kingdom 100%
Atlantic Power & Gas Limited.................................. United Kingdom 100%
Atlantic Power Limited........................................ United Kingdom 100%
Atlantic Floating Production Ltd.............................. United Kingdom 100%
</TABLE>
31
<PAGE> 32
<TABLE>
<CAPTION>
OWNERSHIP BY
NAME JURISDICTION PGS GROUP
- ---- -------------- ------------
<S> <C> <C>
Atlantic Resourcing Ltd....................................... United Kingdom 100%
APG/Salamis J.V. Ltd.......................................... United Kingdom 60%
Atlantic Power International Ltd.............................. United Kingdom 100%
PGS Trust I................................................... United States 100%
PGS Trust II.................................................. United States 100%
PGS Trust III................................................. United States 100%
Yarmouth Engineering Ltd...................................... United Kingdom 100%
Atlantic Power de Venezuela SA................................ Venezuela 85%
APG Jersey Ltd................................................ United Kingdom 100%
International Maintenance Management Ltd...................... United Kingdom 100%
PGS Nusantara Indonesia PT.................................... Indonesia 100%
</TABLE>
- ------------------
* Material Subsidiary
32
<PAGE> 1
EXHIBIT 4.2
[FORM]
================================================================================
PETROLEUM GEO-SERVICES ASA,
AS ISSUER,
and
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION,
AS TRUSTEE
------------------------------------
FOURTH SUPPLEMENTAL INDENTURE
Dated as of March 20, 2000
to
Indenture dated as of April 1, 1998
------------------------------------
$225,000,000
Floating Rate Notes due 2002
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
ARTICLE I
DEFINITIONS
SECTION 1.1 Terms Defined in the Original Indenture...........................2
SECTION 1.2 Certain Definitions...............................................2
ARTICLE II
THE NOTES
SECTION 2.1 Form..............................................................5
SECTION 2.2 Title and Amount..................................................5
SECTION 2.3 Registrar, Paying Agent and Calculation Agent.....................6
SECTION 2.4 No Additional Amounts.............................................6
SECTION 2.5 Legends...........................................................6
ARTICLE III
REDEMPTION
SECTION 3.1 Optional Redemption...............................................6
ARTICLE IV
ADDITIONAL COVENANTS
SECTION 4.1 Limitation on Sale/Leaseback Transactions.........................6
SECTION 4.2 Limitation on Liens...............................................7
SECTION 4.3 Delivery of Information...........................................9
SECTION 4.4 Payment Currency..................................................9
ARTICLE V
ADDITIONAL EVENTS OF DEFAULT
SECTION 5.1 Additional Events of Default.....................................10
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 Table of Contents, Headings, etc.................................10
SECTION 6.2 Counterpart Originals............................................10
SECTION 6.3 Governing Law....................................................10
</TABLE>
Exhibit A Form of Note
ii
<PAGE> 4
FOURTH SUPPLEMENTAL INDENTURE dated as of March 20, 2000
between Petroleum Geo-Services ASA, a Norwegian public limited liability company
(the "Company"), and Chase Bank of Texas, National Association, a national
banking association, as trustee (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company has executed and delivered to the Trustee
an Indenture, dated as of April 1, 1998 (the "Original Indenture" and, as
supplemented by the First Supplemental Indenture thereto dated as of April 1,
1998, the Second Supplemental Indenture thereto dated as of November 19, 1998,
the Third Supplemental Indenture thereto dated as of July 28, 1999, and this
Fourth Supplemental Indenture, the "Indenture"), providing for the issuance by
the Company from time to time of its unsecured debentures, notes or other
evidences of indebtedness (the "Securities"), issuable in one or more series;
WHEREAS, the Company has duly authorized and desires to cause
to be issued pursuant to the Original Indenture and this Fourth Supplemental
Indenture a series of Securities designated the "Floating Rate Notes due 2002"
(the "Notes");
WHEREAS, the Company desires to cause the issuance of the
Notes pursuant to Section 2.01 of the Original Indenture, which section permits
the execution of indentures supplemental thereto to establish the terms of
Securities of any series;
WHEREAS, Section 9.01 of the Original Indenture permits the
execution of supplemental indentures without the consent of any Holder (as
defined therein) (i) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (Section 9.01(6)), (ii) to add
any additional Events of Default with respect to all or any series of Securities
(Section 9.01(7)), (iii) to change or eliminate any provision of the Original
Indenture with respect to Securities of any series when there is no Security of
such series outstanding (Section 9.01(8)) and (iv) to establish the form or
terms of Securities of any series (Section 9.01(9));
WHEREAS, pursuant to Section 9.01 of the Original Indenture
the Company has requested that the Trustee join in the execution of this Fourth
Supplemental Indenture to establish the form and terms of the Notes;
WHEREAS, all things necessary have been done to make the
Notes, when executed by the Company and authenticated and delivered hereunder
and duly issued by the Company, the valid obligations of the Company, and to
make this Fourth Supplemental Indenture a valid agreement of the Company, in
accordance with their and its terms.
NOW, THEREFORE, the Company and the Trustee hereby agree that
the following provisions shall supplement the Original Indenture:
1
<PAGE> 5
ARTICLE I
DEFINITIONS
SECTION 1.1 Terms Defined in the Original Indenture.
Each capitalized term used but not defined in this Fourth
Supplemental Indenture shall have the meaning assigned to such term in the
Original Indenture.
SECTION 1.2 Certain Definitions.
The following definitions are hereby added to, or, in the case
of the definitions of the terms "Business Day," "Issue Date" and "Subsidiary,"
substituted in lieu of, the definition contained in Section 1.01 of the Original
Indenture, but only with respect to the Notes:
"Attributable Indebtedness," when used with respect to any
Sale/Leaseback Transaction, means, as at the time of determination, the present
value (discounted at the rate set forth or implicit in the terms of the lease
included in such transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended).
"Business Day" means any day that is a London Business Day,
except a Saturday, a Sunday or a day on which banking institutions in The City
of New York, New York are authorized or obligated by law, regulation or
executive order to remain closed.
"Capitalized Lease Obligation" of any Person means any
obligation of such Person to pay rent or other amounts under a lease of
property, real or personal, that is required to be capitalized for financial
reporting purposes in accordance with GAAP; and the amount of such obligation
shall be the capitalized amount thereof determined in accordance with GAAP.
"Consolidated Net Tangible Assets" means, as of the date of
determination, Consolidated Total Assets after deducting therefrom, to the
extent included therein (with respect to clauses (a) and (b)), in each case
determined on a consolidated basis in accordance with GAAP (without
duplication): (a) unamortized debt discount and expenses; (b) goodwill, patents,
trademarks, service marks, trade names, copyrights and other items properly
classified as intangible assets in accordance with GAAP; and (c) all liabilities
properly classified as current liabilities in accordance with GAAP (except
liabilities that, by their terms, are extendable or renewable at the option of
the obligor to a date that is 12 months or more after the date on which such
current liabilities are determined).
"Consolidated Total Assets" means, as of any date, the total
assets of the Company and its Subsidiaries that would be shown as assets on a
consolidated balance sheet of the Company and its Subsidiaries as of such date
prepared in accordance with GAAP.
2
<PAGE> 6
"Global Notes" shall have the meaning set forth in Section
2.1.
"Indebtedness" of any Person at any date means, without
duplication, (a) all indebtedness or obligations of such Person for borrowed
money (whether or not the recourse of the lender is to the whole of the assets
of such Person or only to a portion thereof), (b) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (c) all
obligations of such Person in respect of letters of credit or other similar
instruments (or reimbursement obligations with respect thereto), other than
standby letters of credit and bid or performance bonds issued by such Person in
the ordinary course of business, to the extent not drawn or, to the extent
drawn, if such drawing is reimbursed not later than 30 Business Days following
demand for reimbursement, (d) all obligations of such Person to pay the deferred
and unpaid purchase price of property or services, except trade payables and
accrued expenses incurred in the ordinary course of business, (e) all
Capitalized Lease Obligations of such Person, (f) all Indebtedness of others
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person, and (g) all Indebtedness of others guaranteed by such
Person to the extent of such guarantee.
"Issue Date" means the first date on which the Notes are
originally issued under the Indenture.
"Lien" means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such property or asset, whether or not filed, recorded or otherwise
perfected under applicable law, but excluding agreements to refrain from
granting Liens. The Company or any Subsidiary of the Company shall be deemed to
own subject to a Lien any property or asset that it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capitalized Lease Obligation or other title retention agreement
relating to such asset; provided, however, that "Lien" shall not include a trust
or similar arrangement established for the purpose of defeasing any Indebtedness
pursuant to the terms evidencing or providing for the issuance of such
Indebtedness.
"London Business Day" means any day on which dealings in U.S.
dollars are transacted in the London interbank market.
"Net Proceeds" means, with respect to any Sale/Leaseback
Transaction entered into by the Company or any Subsidiary of the Company, the
aggregate net proceeds received by the Company or such Subsidiary from such
Sale/Leaseback Transaction after payment of expenses, taxes, commissions and
similar amounts incurred in connection therewith, whether such proceeds are in
cash or in property (valued at the fair market value thereof at the time of
receipt, as determined by the Board of Directors).
"Non-Recourse Indebtedness" means, at any date, the aggregate
amount at such date of Indebtedness of the Company or any Subsidiary of the
Company in respect of which the recourse of the holder of such Indebtedness,
whether direct or indirect and whether contingent or otherwise, is effectively
limited to specified assets, and with respect to which neither the Company nor
any of its Subsidiaries provides any credit support other than the grant of a
Lien on such assets.
"Notes" shall have the meaning set forth in the recitals
hereof.
3
<PAGE> 7
"Original Indenture" shall have the meaning set forth in the
recitals hereof.
"Pari Passu Indebtedness" means any Indebtedness of the
Company, whether outstanding on the Issue Date for the Notes or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall be
subordinated in right of payment to the Notes.
"Project Finance Debt" means Indebtedness of a Project Finance
Subsidiary (a) as to which neither the Company nor any Subsidiary of the Company
is directly or indirectly liable (by virtue of the Company's or such
Subsidiary's being the primary obligor, or guarantor of (by way of guarantee,
statute, common law or otherwise), or otherwise contractually liable in any
respect on, such Indebtedness) and (b) that is not secured by any assets of the
Company or of any Subsidiary of the Company.
"Project Finance Subsidiary" means any Person acquired or
organized after the Issue Date for the Notes in which the Company or one or more
of its Subsidiaries, or the Company and one or more of its Subsidiaries, have an
equity ownership interest and that is designated as a Project Finance Subsidiary
by a resolution of the Board of Directors in accordance with the requirements of
the following sentence. The Company may designate any entity that satisfies the
requirements of the previous sentence to be a Project Finance Subsidiary by a
resolution of the Board of Directors, if after giving effect to such designation
(a) such entity does not own or hold any Capital Stock of, or any Lien on any
property or assets of, the Company or any Subsidiary of the Company and (b) such
entity is not liable, directly or indirectly, with respect to any Indebtedness
other than Project Finance Debt.
"Sale/Leaseback Transaction" means any arrangement with any
Person providing for the leasing by the Company or any Subsidiary of the
Company, for a period of more than five years, of any real or tangible personal
property, which property has been or is to be sold or transferred by the Company
or such Subsidiary to such Person in contemplation of such leasing.
"Subsidiary" means, as to any Person, any corporation,
association or other business entity, other than a Project Finance Subsidiary,
in which such Person or one or more of its Subsidiaries or such Person and one
or more of its Subsidiaries own more than 50% of the total combined voting power
of all Common Equity, and any partnership or joint venture if more than a 50%
interest in the profits or capital thereof is owned by such Person or one or
more of its Subsidiaries or such Person and one or more of its Subsidiaries
(unless such partnership or joint venture can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries).
For greater certainty, a Project Finance Subsidiary of a
Person shall not be a Subsidiary of such Person regardless of whether such
Person owns more than 50% of the total combined voting power of all Common
Equity of the Project Finance Subsidiary or more than a 50% interest in the
profits or capital of any Project Finance Subsidiary organized as a partnership
or joint venture. If the Company or one or more of its Subsidiaries or the
Company and one or more of its Subsidiaries own more than 50% of the total
combined voting power of all Common Equity or more
4
<PAGE> 8
than a 50% interest in the profits or capital of a Project Finance Subsidiary,
the Board of Directors, by resolution, may designate such Project Finance
Subsidiary to be a Subsidiary of the Company, provided that immediately after
giving effect to such designation, no Default or Event of Default shall have
occurred and be continuing.
ARTICLE II
THE NOTES
SECTION 2.1 Form.
The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A to this Fourth Supplemental
Indenture, which is hereby incorporated into this Indenture. The terms and
provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Fourth Supplemental Indenture and to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Fourth
Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby.
The Notes will initially be issued in permanent global form,
substantially in the form of Exhibit A attached hereto (the "Global Notes").
Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount, or any increase or decrease
in the amount, of outstanding Notes represented thereby shall be made by the
Trustee in accordance with written instructions or such other written form of
instructions as is customary for the Depositary, from the Depositary or its
nominee on behalf of any Person having a beneficial interest in the Global Note.
The Company initially appoints The Depository Trust Company
and the Trustee to act as Depositary and Securities Custodian, respectively,
with respect to the Global Notes.
SECTION 2.2 Title and Amount.
The Notes shall be entitled the "Floating Rate Notes due
2002." The aggregate principal amount of Notes that may be authenticated and
delivered under this Fourth Supplemental Indenture is unlimited (except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes of this series pursuant to Section
2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 of the Original Indenture). The Trustee
shall authenticate and deliver (i) Notes for original issue on the Issue Date
in the aggregate principal amount of $225,000,000 and (ii) additional Notes
for original issue from time to time after the Issue Date in such principal
amounts as may be set forth in an order of the Company described in this
sentence, in each case upon a Company Order for the authentication and
delivery thereof and satisfaction of Sections 2.01 and 2.04 of the Indenture.
Such order shall specify the principal amount of the Notes to be authenticated,
the date on which the original issue of Notes is to be authenticated and the
name or names of the initial Holder or Holders.
5
<PAGE> 9
SECTION 2.3 Registrar, Paying Agent and Calculation Agent.
The Company initially appoints the Trustee as Registrar,
Paying Agent and Calculation Agent with respect to the Notes. The office where
Notes may be presented for registration of transfer or exchange and the Place
of Payment for the Notes shall initially be the Corporate Trust Office of the
Trustee in the Borough of Manhattan, The City of New York and at 1201 Main
Street, 18th Floor, Dallas, Texas 75202.
SECTION 2.4 No Additional Amounts.
No Additional Amounts shall be payable with respect to the
Notes.
SECTION 2.5 Legends.
Each certificate evidencing the Global Notes shall bear the
paragraph referred to in the footnote on page A-1 of the form of Note attached
hereto as Exhibit A.
ARTICLE III
REDEMPTION
SECTION 3.1 Optional Redemption.
There shall be no sinking fund for the retirement of Notes.
The Company, at its option, may redeem the Notes in accordance with the
provisions of paragraph 6 of the Notes and Article III of the Original
Indenture.
ARTICLE IV
ADDITIONAL COVENANTS
The following covenants are hereby added to the covenants of
the Company for the benefit of the Holders of the Notes, and such covenants are
expressly being included solely for the benefit of such Notes:
SECTION 4.1 Limitation on Sale/Leaseback Transactions.
The Company shall not, and shall not permit any of its
Subsidiaries to, enter into any Sale/Leaseback Transaction with any Person
(other than the Company or a Subsidiary of the Company) unless:
(a) the Company or such Subsidiary would be entitled to incur
Indebtedness, in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Lease-
6
<PAGE> 10
back Transaction, secured by a Lien on the property subject to such
Sale/Leaseback Transaction pursuant to Section 4.2 of this Fourth
Supplemental Indenture without equally and ratably securing the Notes
pursuant to such covenant;
(b) after the Issue Date for the Notes and within a period
commencing 12 months prior to the consummation of such Sale/Leaseback
Transaction and ending 12 months after the consummation thereof, the
Company or such Subsidiary shall have expended for property used or to
be used in the business of the Company and its Subsidiaries an amount
equal to all or a portion of the Net Proceeds from such Sale/Leaseback
Transaction and the Company shall have elected to designate such amount
as a credit against such Sale/Leaseback Transaction (with any such
amount not being so designated to be applied as set forth in clause (c)
below); or
(c) the Company, during the 12-month period after the
effective date of such Sale/Leaseback Transaction, shall have applied
to the voluntary defeasance or retirement of Notes or any Pari Passu
Indebtedness an amount equal to the greater of the Net Proceeds of the
sale or transfer of the property leased in such Sale/Leaseback
Transaction and the fair value, as determined by the Board of
Directors, of such property at the time of entering into such
Sale/Leaseback Transaction (in either case adjusted to reflect the
remaining term of the lease and any amount expended by the Company as
set forth in clause (b) above), less an amount equal to the principal
amount of Notes and Pari Passu Indebtedness voluntarily defeased or
retired by the Company within such 12-month period and not designated
as a credit against any other Sale/Leaseback Transaction entered into
by the Company or any Subsidiary of the Company during such period.
SECTION 4.2 Limitation on Liens.
The Company shall not, and shall not permit any Subsidiary of
the Company to, issue, assume or guarantee any Indebtedness for borrowed money
secured by any Lien on any property or asset now owned or hereafter acquired by
the Company or such Subsidiary without making effective provision whereby any
and all Notes then or thereafter outstanding will be secured by a Lien equally
and ratably with any and all other obligations thereby secured for so long as
any such obligations shall be so secured. Notwithstanding the foregoing, the
Company or any Subsidiary of the Company may, without so securing the Notes,
issue, assume or guarantee Indebtedness for borrowed money secured by the
following Liens:
(a) Liens existing on the Issue Date for the Notes or provided
for under the terms of agreements existing on such date securing
Indebtedness (i) existing on such date (including, without limitation,
the Lien provided for pursuant to Section 7.07 of the Original
Indenture) or (ii) to be incurred under agreements existing on such
date;
(b) Liens on property or assets securing (i) all or any
portion of the cost of acquiring, constructing, altering, improving or
repairing such property or assets, real or personal, or improvements
used or to be used in connection with such property or assets, (ii)
Indebtedness incurred by the Company or any Subsidiary of the Company
prior to or within 24 months after the later of the acquisition, the
completion of construction, alteration,
7
<PAGE> 11
improvement or repair or the commencement of commercial operation
thereof, which Indebtedness is incurred for the purpose of financing
all or any part of the purchase price thereof or construction,
alteration, improvement or repair thereof or (iii) Indebtedness in
excess of such purchase price or cost of acquisition, construction,
alteration, improvement or repair, provided that recourse for payment
of such excess Indebtedness is limited to such property or assets;
(c) Liens securing Indebtedness owed by a Subsidiary of the
Company to the Company or to any other Subsidiary of the Company;
(d) Liens on the property, assets or Capital Stock of any
Person existing at the time such Person becomes a Subsidiary of the
Company and not incurred as a result of (or in connection with or in
anticipation of) such Person's becoming a Subsidiary of the Company,
provided that such Liens do not extend to or cover any property, assets
or Capital Stock of the Company or any of its Subsidiaries other than
the property, assets or Capital Stock encumbered at the time such
Person becomes a Subsidiary of the Company;
(e) Liens on any property or assets securing Indebtedness
issued or guaranteed by the United States or any State thereof or any
department, agency or instrumentality of either;
(f) Liens affecting property or assets existing at the time
such property or assets become property or assets of the Company or a
Subsidiary of the Company;
(g) Liens on Capital Stock, debt securities or other
securities of a Person that is not a Subsidiary of the Company;
(h) Liens relating to accounts receivable of the Company or
any Subsidiary of the Company that have been sold, assigned or
otherwise transferred to a Person other than the Company or a
Subsidiary of the Company;
(i) Liens created pursuant to applications or reimbursement
agreements pertaining to commercial letters of credit;
(j) Liens relating to accounts receivable or inventory that
secure working capital loans that are part of a credit facility with a
term not exceeding five years;
(k) any Lien extending, renewing or replacing (or successive
extensions, renewals or replacements of) any Lien of any type permitted
under clauses (a) through (j) above, provided that such Lien extends to
or covers only the property or asset that is subject to the Lien being
extended, renewed or replaced and that the principal amount of the
Indebtedness secured thereby shall not exceed the sum of (i) the
principal amount of Indebtedness so secured at the time of such
extension, renewal or replacement, (ii) any additional Indebtedness
incurred to pay the cost of altering, improving or repairing such
property or asset and (iii) any expenses of the Company and its
Subsidiaries (including any premium) incurred in connection with any
such extension, renewal or replacement; and
8
<PAGE> 12
(l) other Liens (exclusive of any Lien of any type otherwise
permitted under clauses (a) through (k) above) securing Indebtedness
for borrowed money of the Company or any Subsidiary of the Company in
an aggregate principal amount that, together with the aggregate amount
of Attributable Indebtedness deemed to be outstanding in respect of all
Sale/Leaseback Transactions entered into pursuant to clause (a) of
Section 4.1 hereof (exclusive of any such Sale/Leaseback Transactions
otherwise permitted under clauses (a) through (j) above), does not at
the time such Indebtedness is incurred exceed 15% of Consolidated Net
Tangible Assets of the Company (as shown in the most recent audited
consolidated balance sheet of the Company and its Subsidiaries).
SECTION 4.3 Delivery of Information.
If the Company is required to furnish annual or quarterly
reports to its shareholders pursuant to the Exchange Act, the Company shall
cause any annual report furnished to its shareholders generally and any
quarterly or other financial reports furnished by it to its shareholders
generally to be filed with the Trustee and mailed to the Holders at their
addresses appearing in the register of Securities maintained by the Registrar.
If the Company is not required to furnish annual or quarterly reports to its
shareholders pursuant to the Exchange Act, the Company shall cause its financial
statements referred to in Section 4.03(a) of the Original Indenture, including
any notes thereto (and with respect to annual reports, an auditors' report by a
firm of established national reputation), and a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" to be so mailed to
the Holders within 90 days after the end of each of the Company's fiscal years
and within 60 days after the end of each of the Company's first three fiscal
quarters.
SECTION 4.4 Payment Currency.
All payments due under the Notes shall be made in Dollars. To
the fullest extent permitted by applicable law, the obligation of the Company in
respect of any amount due under the Notes shall, notwithstanding any payment in
any other currency (whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in Dollars that the party entitled to receive
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and costs of exchange) in
the city of receipt on the Business Day immediately following the day on which
such party receives such payment. If the amount in Dollars that may be so
purchased for any reason falls short of the amount originally due, the Company
shall pay such additional amounts, in Dollars, as may be necessary to compensate
for the shortfall. Any obligation of the Company not discharged by such
additional payment shall, to the fullest extent permitted by applicable law, be
due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect. The provisions of the last
paragraph of Section 6.10 of the Original Indenture shall not apply to the
Notes.
9
<PAGE> 13
ARTICLE V
ADDITIONAL EVENTS OF DEFAULT
SECTION 5.1 Additional Events of Default.
The following Events of Default are hereby added to the Events
of Default with respect to the Notes, and such additional Events of Default
apply only to the Notes:
(a) any default shall occur which results in the acceleration
of the maturity of any Indebtedness (other than the Notes or any
Non-Recourse Indebtedness) of the Company or any Subsidiary of the
Company having an outstanding principal amount of $20 million or more
individually or, taken together with all other such Indebtedness that
has been so accelerated, in the aggregate; and
(b) a judgment or order for the payment of money in excess of
$20 million (net of applicable insurance coverage) shall be rendered
against the Company or any Subsidiary of the Company and such judgment
or order shall continue unsatisfied and unstayed for a period of 30
days.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 Table of Contents, Headings, etc.
The table of contents and headings of the Articles and
Sections of this Fourth Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms or provisions hereof.
SECTION 6.2 Counterpart Originals.
The parties may sign any number of copies of this Fourth
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
SECTION 6.3 Governing Law.
THIS FOURTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed as of the day and year first above
written.
PETROLEUM GEO-SERVICES ASA
By:
--------------------------------
Name:
Title:
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION,
as Trustee
By:
--------------------------------
Name:
Title:
<PAGE> 15
EXHIBIT A
[FORM OF FACE OF NOTE]
[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE
THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE 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. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), SHALL ACT AS THE DEPOSITARY UNTIL
A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*
PETROLEUM GEO-SERVICES ASA
FLOATING RATE NOTE DUE 2002
CUSIP 716597 BF 5
No.___________ $___________
Petroleum Geo-Services ASA, a Norwegian public limited
liability company (the "Company," which term includes any successor Person under
the Indenture hereinafter referred to), for value received, promises to pay to
___________________ or registered assigns the principal sum of ____________
Dollars [or such greater or lesser amount as indicated in the Schedule of
Exchanges of Notes],* on March 20, 2002.
Interest Payment Dates: March 20, June 20, September 20 and
December 20
Record Dates: March 5, June 5, September 5 and
December 5
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
- -------------
* To be included in Global Note
A-1
<PAGE> 16
IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.
Dated:
PETROLEUM GEO-SERVICES ASA
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Certificate of Authentication:
This is one of the Securities of the series designated therein
referred to in the within- mentioned Indenture.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee
By:
-----------------------------
Authorized Signatory
A-2
<PAGE> 17
[FORM OF REVERSE OF NOTE]
PETROLEUM GEO-SERVICES ASA
FLOATING RATE NOTE DUE 2002
This Note is one of a duly authorized issue of Floating Rate
Notes due 2002 (the "Notes") of Petroleum Geo-Services ASA, a Norwegian public
limited liability company (the "Company").
1. Interest. The Company promises to pay interest on the
principal amount of this Note as set forth below from March 20, 2000 until
maturity. The Company will pay interest quarterly in arrears on March 20, June
20, September 20 and December 20 of each year (each an "Interest Payment Date").
Interest on the Notes will accrue from, and including, the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid,
from, and including, the Issue Date for the Notes; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between the 15th calendar day next preceding each Interest Payment Date (each, a
"Record Date") and such Interest Payment Date, interest shall accrue from, and
including, such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be June 20, 2000. The Company shall pay
interest on overdue principal and premium (if any) from time to time on demand
at a rate equal to the interest rate then in effect; it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) from time to time to Holders as of a special record date set by the
Trustee at the same rate to the extent lawful. If any Interest Payment Date
(other than an Interest Payment Date at maturity) falls on a day that is not a
Business Day, such Interest Payment Date will be postponed until the next
succeeding Business Day unless such Business Day falls in the next calendar
month, in which case such Interest Payment Date will be the next preceding
Business Day. If the maturity date of the Notes is a day that is not a Business
Day, all payments to be made on such day will be made on the next succeeding
Business Day with the same force and effect as if made on the due date, and no
additional interest will be payable as a result of such delay in payment. The
period beginning on, and including, March 20, 2000, and ending on, but
excluding, the next Interest Payment Date thereafter, and each successive
three-month period beginning on, and including, an Interest Payment Date and
ending on, but excluding, the next succeeding Interest Payment Date is herein
called an "Interest Period."
2. Calculation of Interest.
(a) The rate of interest payable from time to time in respect
of this Note (the "Rate of Interest") shall be a floating rate subject to
adjustment once for each Interest Period and determined by reference to LIBOR,
determined as described below, plus a spread of 0.65% per annum. All percentages
resulting from any calculation of the Rate of Interest on the Notes shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation on the Notes shall be rounded to the
nearest cent (with one-half cent being rounded upward).
A-3
<PAGE> 18
The Rate of Interest in effect on each day that is not an
Interest Reset Date (as defined below) shall be the Rate of Interest determined
as of the Interest Determination Date (as defined below) in respect of the next
preceding Interest Reset Date. The Rate of Interest in effect on each day that
is an Interest Reset Date shall be the Rate of Interest determined as of the
Interest Determination Date in respect of such Interest Reset Date.
(b) The Calculation Agent shall reset the Rate of Interest on
each Interest Payment Date and on March 20, 2000 (each, an "Interest Reset
Date"). At approximately 11:00 a.m., London time, on the second London Business
Day (or, for purposes of the third sentence of paragraph (c) below, the Business
Day) next preceding each Interest Reset Date (each, an "Interest Determination
Date"), Chase Bank of Texas, National Association, or its successor in this
capacity (the "Calculation Agent"), shall calculate the Rate of Interest for the
following Interest Period as, subject to the provisions described below, the
rate per annum equal to 0.65% above the rate for deposits in United States
dollars having a maturity of three months commencing on the first day of such
Interest Period that appears on the Telerate Page (as defined below) on such
Interest Determination Date.
(c) If no such rate appears on the Telerate Page as specified
in paragraph (b) above, the Calculation Agent shall request the principal London
offices of each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in United States dollars for the period of three
months, commencing on the first day of the applicable Interest Period, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on such Interest Determination Date and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time. If at least two quotations are provided, then LIBOR on such
Interest Determination Date shall be the arithmetic mean of such quotations. If
fewer than two quotations are provided, then LIBOR on such Interest
Determination Date shall be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in The City of New York, on the Interest Determination
Date by three major banks in The City of New York selected by the Calculation
Agent for loans in United States dollars to leading European banks, having a
three-month maturity and in a principal amount that is representative for a
single transaction in United States dollars in that market at that time. If,
however, the banks selected by the Calculation Agent are not providing
quotations in the manner described by the previous sentence, LIBOR determined as
of such Interest Determination Date shall be LIBOR in effect on such Interest
Determination Date.
"Telerate Page" means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.
(d) The Calculation Agent shall, as soon as practicable after
11:00 a.m. (London time) on each Interest Determination Date, determine the Rate
of Interest and calculate the amount of interest payable in respect of the
following Interest Period (the "Interest Amount"). The Interest Amount shall be
calculated by applying the Rate of Interest to the principal amount of each Note
outstanding at the commencement of the Interest Period, multiplying each such
amount by the actual number of days in the Interest Period concerned (which
actual number of days shall include the first day but exclude the last day of
such Interest Period) divided by 360 and rounding the resultant figure upwards
to the nearest cent (half a cent being rounded upwards). The determination of
the Rate of
A-4
<PAGE> 19
Interest and the Interest Amount by the Calculation Agent shall (in the absence
of manifest error) be final and binding on all parties.
The Calculation Agent has determined that the Rate of Interest
for the initial Interest Period is 6.84125%.
(e) Notwithstanding anything herein to the contrary, the Rate
of Interest shall in no event be higher than the maximum rate permitted by New
York law, as the same may be modified by United States law of general
application.
(f) Interest shall cease to accrue on this Note on the
maturity date unless, upon presentation of this Note, payment of principal is
improperly withheld or refused, in which case, interest shall continue to
accrue.
3. Calculation Agent. So long as any of the Notes remain
outstanding, the Company shall maintain under appointment a Calculation Agent,
which shall initially be the Trustee, for the purpose of the Notes. If the
Trustee shall be unable or unwilling to continue to act as Calculation Agent
or if the Calculation Agent fails to calculate properly the Rate of Interest
for any Interest Period, the Company shall appoint another leading commercial
or investment bank engaged in the London interbank market to act as the
Calculation Agent. The Company may change the Calculation Agent without notice.
The Calculation Agent may not resign in its duties, and the Company may not
change the Calculation Agent, without a successor Calculation Agent having
been appointed that meets the requirements of this paragraph.
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions hereof relating to the payment and calculation of
interest on the Notes, whether by the reference banks referred to in paragraph
2(c) above (or any of them) or the Calculation Agent, shall (in the absence of
manifest error) be binding on the Company, the Calculation Agent and all of the
holders and owners of beneficial interests in this Note, and no liability shall
(in the absence of manifest error) attach to the Calculation Agent in connection
with the exercise or non-exercise by it of its powers, duties and discretions.
4. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the Record Date next preceding the Interest
Payment Date, even if such Notes are canceled after such Record Date and on or
before such Interest Payment Date. The Holder must surrender this Note to a
Paying Agent to collect principal payments. The Company will pay the principal
of and interest on the Notes in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. The
Company, however, may pay such amounts (i) by wire transfer with respect to
Notes held in book-entry form or (ii) by check payable in such money mailed to a
Holder's registered address with respect to any Notes.
5. Ranking. The Notes are senior unsecured obligations of the
Company and rank pari passu with all other unsecured and unsubordinated
indebtedness of the Company.
A-5
<PAGE> 20
6. Optional Redemption. The Notes are subject to redemption,
at the option of the Company, in whole or in part, in principal amounts of
$1,000 or any integral multiple thereof, on March 20, 2001 and on each Interest
Payment Date thereafter, upon not less than 30 nor more than 60 days' prior
notice as provided in the Indenture (as hereinafter defined), at a Redemption
Price equal to 100% of the principal amount of the Notes to be redeemed plus
accrued and unpaid interest to the date of redemption.
7. Paying Agent and Registrar. Initially, Chase Bank of Texas,
National Association (the "Trustee"), the trustee under the Indenture, will act
as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar, co-registrar or additional paying agent without notice to any Holder.
The Company may act in any such capacity.
8. Indenture. The Company issued the Notes under an Indenture
dated as of April 1, 1998 (the "Original Indenture") between the Company and the
Trustee, as supplemented by the First Supplemental Indenture thereto dated as of
April 1, 1998, the Second Supplemental Indenture thereto dated as of November
19, 1998, the Third Supplemental Indenture thereto dated as of July 28, 1999,
and the Fourth Supplemental Indenture thereto dated as of March 20, 2000 (as so
supplemented, the "Indenture") between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of execution
of the Original Indenture. The Notes are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of such terms and for
the definitions of capitalized terms used but not defined herein. The Notes are
unsecured general obligations of the Company. The aggregate principal amount of
the Notes that may be outstanding at any time is unlimited. The Original
Indenture provides for the issuance of other series of debt securities
(including the Notes, the "Debt Securities") thereunder.
9. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar shall not be required to exchange or register the
transfer of any Notes during the period between a record date and the
corresponding Interest Payment Date, nor shall the Registrar be required to
register the transfer or exchange of (a) any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part, or (b) any Note during the period beginning 15 Business Days before the
mailing of notice of redemption of Notes to be redeemed and ending at the close
of business on the date of mailing.
10. Persons Deemed Owners. The registered Holder of a Note
shall be treated as its owner for all purposes.
11. Amendments and Waivers. Subject to certain exceptions and
limitations, (a) the Indenture may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the then
outstanding Debt Securities of all series affected by such amendment or
supplement (acting as one class), and (b) compliance by the Company with any
A-6
<PAGE> 21
provision of the Indenture with respect to the Notes (other than any continuing
Default or Event of Default in the payment of the principal of or premium (if
any) or interest on the Notes) may be waived by the Holders of at least a
majority in principal amount of the Notes then outstanding in accordance with
the terms of the Indenture. Without the consent of any Holder, the Company and
the Trustee may amend or supplement the Notes or the Indenture with respect to
the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
provide for the assumption of the obligations of the Company under the Indenture
to Holders in the case of the merger, consolidation or sale, lease, conveyance,
transfer or other disposition of all or substantially all of the assets of the
Company; (iii) to provide for uncertificated Notes in addition to or in place of
certificated Notes, or to provide for the issuance of bearer Notes (with or
without coupons); (iv) to provide any security for the Notes; (v) to comply with
any requirement in order to effect or maintain the qualification of the
Indenture under the TIA; (vi) to add to the covenants of the Company for the
benefit of the Holders of Notes, or to surrender any right or power conferred
upon the Company pursuant to the Indenture; (vii) to add any additional Events
of Default with respect to the Notes; (viii) to change or eliminate any of the
provisions of the Indenture, provided that any such change or elimination shall
become effective only when there is no outstanding Debt Security of any series
created prior to the execution of such amendment or supplemental indenture that
is adversely affected in any material respect by such change in or elimination
of such provision; (ix) to supplement any of the provisions of the Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of the Notes, provided, however, that any such action shall not
adversely affect the interest of the Holders of Notes or any other series of
Debt Securities in any material respect; or (x) to evidence and provide for the
acceptance of appointment under the Indenture by a successor Trustee with
respect to the Notes and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts thereunder by more than one Trustee, pursuant to the requirements
of the Indenture.
The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Notes with respect to which such consent is required or sought as of a
date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of the Indenture.
Without the consent of each Holder affected, an amendment,
supplement or waiver under the Indenture may not (i) reduce the amount of Notes
whose Holders must consent to an amendment, supplement or waiver; (ii) reduce
the rate of or change the time for payment of interest, including default
interest, on any Note; (iii) reduce the principal of or premium on, or change
the Stated Maturity of, any Note; (iv) reduce the premium, if any, payable upon
the redemption of any Note or change the time at which any Note may or shall be
redeemed; (v) change the coin or currency or currencies in which any Note or any
premium or interest thereon is payable; (vi) impair the right to institute suit
for the enforcement of any payment of principal of or premium (if any) or
interest on any Note; (vii) make any change in the percentage of principal
amount of Notes necessary to waive compliance with certain provisions of the
Indenture or (viii) waive a continuing Default or Event of Default in the
payment of principal of or premium (if any) or interest on the Notes.
A-7
<PAGE> 22
A supplemental indenture that changes or eliminates any
covenant or other provision of the Indenture that has expressly been included
solely for the benefit of one or more particular series of Debt Securities, or
that modifies the rights of the Holders of Debt Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under the Indenture of the Holders of Debt Securities of any other
series.
12. Defaults and Remedies. Events of Default are defined in
the Indenture and generally include: (i) default by the Company for 30 days in
payment of any interest on the Notes; (ii) default by the Company in any payment
of principal of or premium (if any) on the Notes at maturity; (iii) default by
the Company in compliance with any of its other covenants or agreements in, or
provisions of, the Notes or in the Indenture which shall not have been remedied
within 90 days after written notice by the Trustee or by the Holders of at least
25% in principal amount of the Notes then outstanding (or, in the event that
other Debt Securities issued under the Indenture are also affected by the
default, then 25% in principal amount of the outstanding Debt Securities so
affected); (iv) the acceleration of the maturity of any Indebtedness (other than
the Notes or any Non-Recourse Indebtedness) of the Company or any Subsidiary of
the Company having an outstanding principal amount of $20 million or more,
individually or in the aggregate; (v) a judgment or order for the payment of
money in excess of $20 million (net of applicable insurance coverage) having
been rendered against the Company or any Subsidiary of the Company and such
judgment or order shall continue unsatisfied and unstayed for a period of 30
days; or (vi) certain events involving bankruptcy, insolvency or reorganization
of the Company or any Significant Subsidiary. If an Event of Default with
respect to the Notes occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare the
principal of and interest on the Notes to be immediately due and payable, except
that in the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization of the Company or any Significant
Subsidiary, all outstanding Debt Securities under the Indenture become due and
payable immediately without further action or notice. The amount due and payable
upon the acceleration of any Note is equal to 100% of the principal amount
thereof plus accrued interest to the date of payment. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.
13. Discharge Prior to Maturity. The Indenture with respect to
the Notes shall be discharged and canceled upon the payment of all of the Notes
and shall be discharged except for certain obligations upon the irrevocable
deposit with the Trustee of funds or U.S. Government Obligations sufficient for
such payment.
14. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.
A-8
<PAGE> 23
15. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.
16. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
17. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.
18. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
19. Restrictions on Transfer. By its acceptance of any Note
bearing a legend restricting transfer, each Holder of such a Note acknowledges
the restrictions on transfer of such Note set forth in the Indenture and such
legend and agrees that it will transfer such Note only as provided in the
Indenture.
THE COMPANY WILL FURNISH TO ANY HOLDER, UPON WRITTEN REQUEST
AND WITHOUT CHARGE, A COPY OF THE INDENTURE. UNLESS NOTICE DESIGNATING A
DIFFERENT ADDRESS IS TRANSMITTED TO HOLDERS, REQUEST MAY BE MADE TO:
PETROLEUM GEO-SERVICES ASA
STRANDVEIEN 50E
P.O. BOX 89
N-1325 LYSAKER
NORWAY
ATTENTION: GENERAL COUNSEL
or to
PETROLEUM GEO-SERVICES ASA
16010 BARKER'S POINT LANE
HOUSTON, TEXAS 77079
ATTENTION: CHIEF FINANCIAL OFFICER
A-9
<PAGE> 24
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to _________________________________________________________
(Insert assignee's social security or tax I.D. number)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _______________________________________________________
as agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Date: Your Signature:
------------------------- ----------------------------
(Sign exactly as your name appears on
the face of this Note)
Signature Guarantee:
-----------------------------------------------------------
(Participant in a Recognized Signature
Guaranty Medallion Program)
A-10
<PAGE> 25
SCHEDULE OF EXCHANGES OF NOTES*
The following exchanges of a part of this Global Note for other Notes have
been made:
<TABLE>
<CAPTION>
Principal Amount
Amount of Amount of of this Global Signature of
Decrease in Increase in Note following Authorized Officer
Principal Amount Principal Amount such decrease of Trustee or
Date of Exchange of this Global Note of this Global Note (or increase) Security Custodian
---------------- ------------------- ------------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
</TABLE>
- ----------------
* To be included in Global Note.
A-11
