Exhibit 2.4
 
 
  
 
  
 
   
 200,000,000




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Table of Contents
 PageARTICLE I Definitions and Other Provisions of General Application
    
    
    1SECTION 1.1. Definitions
    
    
    1Act
    
    
    2Additional Amounts
    
    
    2Additional Notes
    
    
    2Additional Taxing Jurisdiction
    
    
    2Affiliate
    
    
    2Agent Members
    
    
    2Agents
    
    
    2Authenticating Agent
    
    
    2Average Life
    
    
    2Bankruptcy Law
    
    
    2Board of Directors
    
    
    2Board Resolution
    
    
    2Business Day
    
    
    3Capital Markets Indebtedness
    
    
    3Capital Stock
    
    
    3Capitalized Lease Obligation
    
    
    3Change in Tax Law
    
    
    3Change of Control
    
    
    3Clearing Agency
    
    
    4Clearstream
    
    
    4Code
    
    
    4Common Depositary
    
    
    4Company
    
    
    4Company Request
    
    
    4Consolidated Cash Flow
    
    
    4Consolidated Coverage Ratio
    
    
    4Consolidated Interest Expense
    
    
    5Consolidated Operating Income
    
    
    5Consolidation
    
    
    6Construction Financing
    
    
    6Corporate Trust Office
    
    
    6corporation
    
    
    6Covenant Defeasance
    
    
    6Credit Facility
    
    
    6CT
    
    
    6Default
    
    
    6Defaulted Interest
    
    
    6Definitive Notes
    
    
    6Disqualified Stock
    
    
    6Euroclear
    
    
    7Event of Default
    
    
    7
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PageExchange Act
    
    
    7Existing Indebtedness
    
    
    7GAAP
    
    
    7Global Note
    
    
    8Government Obligations
    
    
    8Guarantee
    
    
    8holder
    
    
    8Holding Company
    
    
    8Incur
    
    
    8Indebtedness
    
    
    9Indenture
    
    
    9Interest Payment Date
    
    
    10Initial Notes
    
    
    10International Global Notes
    
    
    10International Notes
    
    
    10Investment
    
    
    10Investment Grade Rating
    
    
    10Issue Date
    
    
    10Legal Defeasance
    
    
    10Lien
    
    
    10Maturity
    
    
    10Maturity Date
    
    
    10Non-Recourse Debt
    
    
    10Notes
    
    
    11Offering Memorandum
    
    
    11Officer
    
    
    11Officers Certificate
    
    
    11Opinion of Counsel
    
    
    11Outstanding
    
    
    11Paying Agent
    
    
    12Permitted Capital Markets Indebtedness
    
    
    12Permitted Liens
    
    
    12Permitted Shareholder Group
    
    
    13Person
    
    
    14Post-Delivery Financing
    
    
    14Preferred Stock
    
    
    14Principal Paying Agent
    
    
    14Private Placement Legend
    
    
    14Rating Agencies
    
    
    14Ready for Sea Cost
    
    
    14Redemption Date
    
    
    14Redemption Price
    
    
    14Refinancing Indebtedness
    
    
    14Registrar
    
    
    15Regular Record Date
    
    
    15Regulation S
    
    
    15
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PageRelated Collateral
    
    
    15Relevant Taxing Jurisdiction
    
    
    16Resale Restriction Termination Date
    
    
    16Responsible Officer
    
    
    16Restricted Subsidiary
    
    
    16Rule 144A
    
    
    16Sale and Leaseback Transaction
    
    
    16SEC
    
    
    16Securities Act
    
    
    16Significant Subsidiary
    
    
    16Single-Purpose Vessel-Owning Subsidiary
    
    
    16Special Record Date
    
    
    17Standard Securitization Undertakings
    
    
    17Stated Maturity
    
    
    17Subsidiary
    
    
    17Successor Company
    
    
    17Suspended Covenants
    
    
    17Total Loss
    
    
    17Trustee
    
    
    17Trust Officer
    
    
    17Unrestricted Subsidiary
    
    
    17U.S. Global Notes
    
    
    19Vessel Construction Contract
    
    
    19Vessels
    
    
    19Voting Stock
    
    
    19SECTION 1.2. Compliance Certificates and Opinions
    
    
    19SECTION 1.3. Form of Documents Delivered to Trustee
    
    
    20SECTION 1.4. Acts of holders; Record Date
    
    
    20SECTION 1.5. Notices, Etc., to Trustee and Company
    
    
    21SECTION 1.6. Notice to holders
    
    
    21SECTION 1.7. Information
    
    
    22SECTION 1.8. Effect of Headings and Table of Contents
    
    
    22SECTION 1.9. Successors and Assigns
    
    
    22SECTION 1.10. Separability Clause
    
    
    22SECTION 1.11. Benefits of Indenture
    
    
    22SECTION 1.12. Governing Law
    
    
    22SECTION 1.13. Legal Holidays
    
    
    22SECTION 1.14. Consent to Jurisdiction and Service of Process
    
    
    23SECTION 1.15. Conversion of Currency
    
    
    23SECTION 1.16. No Recourse Against Others
    
    
    24ARTICLE II The Notes
    
    
    24SECTION 2.1. Form and Dating
    
    
    24SECTION 2.2. Execution and Authentication
    
    
    25
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PageSECTION 2.3. Registrar and Paying Agents
    
    
    26SECTION 2.4. Paying Agent to Hold Assets in Trust
    
    
    27SECTION 2.5. List of Holders of Notes
    
    
    28SECTION 2.6. Book-Entry Provisions for Global Notes
    
    
    28SECTION 2.7. Registration of Transfer and Exchange
    
    
    29SECTION 2.8. Replacement Notes
    
    
    33SECTION 2.9. Outstanding Notes
    
    
    33SECTION 2.10. Treasury Notes
    
    
    34SECTION 2.11. Temporary Notes
    
    
    34SECTION 2.12. Cancellation
    
    
    34SECTION 2.13. Defaulted Interest
    
    
    35SECTION 2.14. ISIN and Common Codes
    
    
    35SECTION 2.15. Deposit of Moneys
    
    
    35SECTION 2.16. Certain Matters Relating to Global Notes
    
    
    36SECTION 2.17. Issuance of Additional Notes
    
    
    36ARTICLE III Redemption of Notes
    
    
    36SECTION 3.1. Right of Redemption; Optional Tax Redemption
    
    
    36SECTION 3.2. Applicability of Article
    
    
    38SECTION 3.3. Election to Redeem; Notice to Trustee
    
    
    38SECTION 3.4. Selection by Trustee of Notes to Be Redeemed
    
    
    38SECTION 3.5. Notice of Redemption
    
    
    39SECTION 3.6. Deposit of Redemption Price
    
    
    40SECTION 3.7. Notes Payable on Redemption Date
    
    
    41SECTION 3.8. Notes Redeemed in Part
    
    
    41ARTICLE IV Satisfaction and Discharge
    
    
    41SECTION 4.1. Satisfaction and Discharge of Indenture
    
    
    41SECTION 4.2. Application of Trust Money
    
    
    42SECTION 4.3. Reinstatement
    
    
    42ARTICLE V Remedies
    
    
    43SECTION 5.1. Events of Default
    
    
    43SECTION 5.2. Acceleration of Maturity; Rescission and Annulment
    
    
    45SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.
    
    
    46SECTION 5.4. Trustee May File Proofs of Claim
    
    
    47SECTION 5.5. Trustee May Enforce Claims Without Possession of Notes
    
    
    47SECTION 5.6. Application of Money Collected
    
    
    47SECTION 5.7. Limitation on Suits
    
    
    48
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PageSECTION 5.8. Unconditional Right of holders to Receive Principal, Premium and
Interest
    
    
    49SECTION 5.9. Restoration of Rights and Remedies
    
    
    49SECTION 5.10. Rights and Remedies Cumulative
    
    
    49SECTION 5.11. Delay or Omission Not Waiver
    
    
    49SECTION 5.12. Control by holders
    
    
    49SECTION 5.13. Waiver of Past Defaults
    
    
    50SECTION 5.14. Undertaking for Costs
    
    
    50SECTION 5.15. Waiver of Stay, Extension or Usury Laws
    
    
    50ARTICLE VI The Trustee
    
    
    50SECTION 6.1. Duties of Trustee
    
    
    50SECTION 6.2. Rights of Trustee
    
    
    52SECTION 6.3. Individual Rights of Trustee
    
    
    53SECTION 6.4. Trustees Disclaimer
    
    
    53SECTION 6.5. Notice of Default
    
    
    53SECTION 6.6. Compensation and Indemnity
    
    
    53SECTION 6.7. Replacement of Trustee
    
    
    55SECTION 6.8. Successor Trustee by Merger, etc
    
    
    56ARTICLE VII Holders Lists and Communications by Trustee and Company
    
    
    56SECTION 7.1. Company to Furnish Trustee Names and Addresses of holders
    
    
    56SECTION 7.2. Preservation of Information; Communications to holders
    
    
    57ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease
    
    
    57SECTION 8.1. Company may Consolidate, Etc. Only on Certain Terms
    
    
    57SECTION 8.2. Successor Substituted
    
    
    58ARTICLE IX Supplemental Indentures
    
    
    58SECTION 9.1. Supplemental Indentures Without Consent of holders
    
    
    58SECTION 9.2. Supplemental Indentures with Consent of holders
    
    
    59SECTION 9.3. Execution of Supplemental Indentures
    
    
    60SECTION 9.4. Effect of Supplemental Indentures
    
    
    60SECTION 9.5. Reference in Notes to Supplemental Indentures
    
    
    60ARTICLE X Covenants
    
    
    61SECTION 10.1. Payment of Principal, Premium and Interest
    
    
    61SECTION 10.2. Maintenance of Office or Agency
    
    
    63SECTION 10.3. Money for Note Payments to be Held in Trust
    
    
    64
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PageSECTION 10.4. Existence
    
    
    65SECTION 10.5. Maintenance of Properties
    
    
    65SECTION 10.6. Payment of Taxes and Other Claims
    
    
    65SECTION 10.7. Limitation on Indebtedness
    
    
    65SECTION 10.8. Limitation on Liens on Capital Markets Indebtedness
    
    
    69SECTION 10.9. Change of Control
    
    
    69SECTION 10.10. Provision of Financial Information
    
    
    70SECTION 10.11. Statement by Officers as to Default; Compliance Certificates
    
    
    72SECTION 10.12. Listing
    
    
    72SECTION 10.13. Suspension of Covenants
    
    
    72ARTICLE XI LEGAL Defeasance and Covenant Defeasance
    
    
    73SECTION 11.1. Companys Option to Effect Legal Defeasance or Covenant Defeasance.
    
    
    73SECTION 11.2. Legal Defeasance and Discharge
    
    
    73SECTION 11.3. Covenant Defeasance
    
    
    74SECTION 11.4. Conditions to Legal Defeasance or Covenant Defeasance
    
    
    74SECTION 11.5. Deposited Money and Government Obligations to be Held in Trust; Other
Miscellaneous Provisions
    
    
    75SECTION 11.6. Reinstatement
    
    
    76
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EXHIBITS
 Exhibit A
    
    
    
    Form of Global NoteExhibit B
    
    
    
    Form of Definitive NoteExhibit C
    
    
    
    Form of Transfer Certificate for Transfer from
U.S. Global Note to International Global Note
 Note:
    
    This Table of Contents shall not, for any purpose, be deemed to
be part of this Indenture.
 vii




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Definitions
     1




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2




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3




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sociètè anonyme
       4




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5




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6




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provided provided,
further
      7




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provided, however,
  provided
  8




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9




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10




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except
  provided
  11




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provided
     provided, however provided further, however,
  12




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(a)
    
    the aggregate principal amount of Indebtedness
secured by such Liens is otherwise permitted to be Incurred under this
Indenture and does not exceed the cost of the assets or property so
acquired, constructed or improved; and(b)
    
    such Liens are created within 270 days of
construction, acquisition or improvement of such assets or property and
do not encumber any other assets or property of the Company or any
Restricted Subsidiary other than such assets or property and assets
affixed or appurtenant thereto and Related Collateral;
 provided
    13




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provided, however,
 14




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provided
     15




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16




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17




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18




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provided
     Compliance Certificates and Opinions
      19




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Form of Documents Delivered to Trustee
    Acts of holders; Record Date
    20




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Notices, Etc., to Trustee and Company
    Notice to holders
 Luxemburger Wort provided
 21




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Information
  Effect of Headings and Table of Contents
  Successors and Assigns
  Separability Clause
  Benefits of Indenture
  Governing Law
  Legal Holidays
 provided
 22




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Consent to Jurisdiction and Service of Process
  Conversion of Currency
   23




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No Recourse Against Others
  
 Form and Dating
    (i)
    
    effecting payments due on the Global Notes (following receipt
of payment thereof from Company); and(ii)
    
    arranging on behalf of and at the expense of the Company for
notices to be communicated to holders of the Notes in accordance with the terms
of this Indenture.
  International Global Notes
 24




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International Notes
 U.S. Global Notes U.S. Notes
 Execution and Authentication
     25




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Authenticating Agent
  Registrar and Paying Agents
 Registrar Principal Paying Agent
  26




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Luxemburger Wort
    Paying Agent to Hold Assets in Trust
  27




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List of Holders of Notes
  Book-Entry Provisions for Global Notes
  provided however
 28




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Registration of Transfer and Exchange
   29




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30




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Private Placement Legend
  31




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32




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Replacement Notes
  Outstanding Notes
   33




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bona fide
   Treasury Notes
   Temporary Notes
  Cancellation
  34




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Defaulted Interest
 Default Interest Payment Date provided however
 ISIN and Common Codes
 ISIN Common Code provided, however,
 Deposit of Moneys
  35




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Certain Matters Relating to Global Notes
   Issuance of Additional Notes
  
 Right of Redemption; Optional Tax Redemption
   36




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(1)
    
    1.0% of the then outstanding principal amount of such Note and(2)
    
    the excess (to the extent positive) of:
 (a)
    
    the present value at such Redemption Date of (i) the
principal amount of such Note plus (ii) all required interest payments due
on such Note to and including March 15, 2020 (excluding accrued but unpaid
interest), computed using a discount rate equal to the Bund Rate as of
such Redemption Date plus 50 basis points, over(b)
    
    the then-outstanding principal amount of such Note.
 (Bund Bundesanleihen provided however
   37




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Applicability of Article
  Election to Redeem; Notice to Trustee.
  Selection by Trustee of Notes to Be Redeemed
  38




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Notice of Redemption
 provided however
        39




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Deposit of Redemption Price
   40




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Notes Payable on Redemption Date
 provided
  Notes Redeemed in Part
 provided however provided however
 
 Satisfaction and Discharge of Indenture
    41




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Application of Trust Money.
  Reinstatement
 42




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provided
 
 Events of Default.
        (a)
    
    is caused by a failure to pay principal of, or interest or
premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness (payment default); or(b)
    
    results in the acceleration of such Indebtedness prior to its
maturity (the cross acceleration provision);
 43




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and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a payment
default or the maturity of which has been so accelerated, aggregates to 30 million or
more; or
    44




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Acceleration of Maturity; Rescission and Annulment
 45




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Collection of Indebtedness and Suits for Enforcement by Trustee
     46




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Trustee May File Proofs of Claim
  provided
 Trustee May Enforce Claims Without Possession of Notes
  Application of Money Collected
 47




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Limitation on Suits
 unless
 (1)
    
    such holder has previously given the Trustee notice that an Event of Default is
continuing;(2)
    
    holders of at least 25% in principal amount of the outstanding Notes have requested
the Trustee to pursue the remedy;(3)
    
    such holders have offered the Trustee reasonable security or indemnity against any
loss, liability or expense;(4)
    
    the Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity; and(5)
    
    the holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with
such request within such 60-day period.
 48




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Unconditional Right of holders to Receive Principal, Premium and Interest
  Restoration of Rights and Remedies
  Rights and Remedies Cumulative
  Delay or Omission Not Waiver
  Control by holders
  49




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provided however
 Waiver of Past Defaults
     Undertaking for Costs
 provided
 Waiver of Stay, Extension or Usury Laws
  
 Duties of Trustee
 50




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51




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Rights of Trustee
     provided however
  52




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provided
 Individual Rights of Trustee
  Trustees Disclaimer
  Notice of Default
  Compensation and Indemnity
  53




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54




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Replacement of Trustee
 provided, however,
 (1)
    
    the Trustee or Agent, as the case may be, is adjudged a
bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee or Agent, as the case may be, under any Bankruptcy Law;(2)
    
    a receiver or other public officer takes charge of the Trustee
or Agent, as the case may be, or its respective property; or(3)
    
    the Trustee or Agent, as the case may be, becomes incapable of
acting with respect to its duties hereunder.
    55




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Successor Trustee by Merger, etc.
  
 Company to Furnish Trustee Names and Addresses of holders
    provided
 56




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Preservation of Information; Communications to holders
   
 Company may Consolidate, Etc. Only on Certain Terms
 unless
     57




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provided
 Successor Substituted
  
 Supplemental Indentures Without Consent of holders
    provided
 58




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provided
  Supplemental Indentures with Consent of holders
       59




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Execution of Supplemental Indentures
  Effect of Supplemental Indentures
  Reference in Notes to Supplemental Indentures
  60




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Payment of Principal, Premium and Interest
  provided however
   61




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62




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Maintenance of Office or Agency
  provided
 63




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Money for Note Payments to be Held in Trust
         64




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provided Luxemburger Wort
 Existence
 provided
 Maintenance of Properties
 provided, however
 Payment of Taxes and Other Claims
 provided
 Limitation on Indebtedness
 provided, however,
 65




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(i)
    
    the Consolidated Coverage Ratio for the Company and its
Restricted Subsidiaries is at least 2.00 to 1.00; and(ii)
    
    no Default or Event of Default will have occurred or be
continuing or would occur as a consequence of Incurring the Indebtedness or
transactions relating to such Incurrence.
   provided, however
     provided, however,
  66




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provided
 provided
  provided however
    67




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68




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provided
 Limitation on Liens on Capital Markets Indebtedness
  Change of Control.
   (1)
    
    that a Change of Control has occurred and that such holder has the right to require
the Company to purchase such holders Notes at a purchase price in cash equal to the
Change of Control Payment;(2)
    
    the repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed) (the Change of Control Payment Date); and(3)
    
    the procedures determined by the Company, consistent with this Indenture, that a
holder must follow in order to have its Notes repurchased.
  69




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(1)
    
    accept for payment all Notes or portions of Notes (in minimum denominations of
50,000 or integral multiples of 1,000 in excess thereof) properly tendered pursuant to
the Change of Control Offer;(2)
    
    deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes so tendered; and(3)
    
    deliver or cause to be delivered to the Trustee the Notes so accepted together with
an Officers Certificate stating the aggregate principal amount of Notes or portions of
Notes being purchased by the Company.
 provided
    Provision of Financial Information.
   70




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71




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Statement by Officers as to Default; Compliance Certificates.
   Listing
  Suspension of Covenants.
  72




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provided, however
 
 Companys Option to Effect Legal Defeasance or Covenant Defeasance
  Legal Defeasance and Discharge
  73




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Covenant Defeasance
  Conditions to Legal Defeasance or Covenant Defeasance
  Defeasance
Trust
  74




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Deposited Money and Government Obligations to be Held in Trust; Other
Miscellaneous Provisions
  75




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Reinstatement
 provided
  76




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STENA AB (publ)By:Name:Title:By:Name:Title:




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DEUTSCHE TRUSTEE COMPANY LIMITED, as TrusteeBy:Name:Title:By:Name:Title:DEUTSCHE BANK AG, LONDON BRANCH, as Principal Paying AgentBy:Name:Title:By:Name:Title:Acknowledged and agreed by
DEUTSCHE BANK LUXEMBOURG S.A., as Registrar, Transfer and Paying AgentBy:Name:Title:By:Name:Title:




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[ ]
  A-1




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STENA AB (PUBL)
    
     A-2




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STENA AB (PUBL)
As IssuerBy:Name:Title: 
 By:Name:Title:
  A-3




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[ ]
 STENA AB (PUBL)
  Interest
  Additional Amounts
  provided however
  A-4




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A-5




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Method of Payment
 Paying Agent
 A-6




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Luxemburger Wort
 Indenture
 Ranking
 Make-Whole Redemption
  (1)
    
    1.0% of the then outstanding principal amount of such Note; and(2)
    
    the excess (to the extent positive) of:
 (a)
    
    the present value at such Redemption Date of (i) the
principal amount of such Note plus (ii) all required interest payments due
on such Note to and including March 15, 2020 (excluding accrued but unpaid
interest), computed using a discount rate equal to the bund Rate as of
such Redemption Date plus 50 basis points, over(b)
    
    the then-outstanding principal amount of such Note.
 Bunds Bundesanleihen provided however
 A-7




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Optional Tax Redemption
   Notice of Redemption
  A-8




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Change of Control Offer
 Denominations; Form
 Persons Deemed Owners
 Unclaimed Funds
 Legal Defeasance and Covenant Defeasance
 Amendment; Supplement; Waiver
 Restrictive Covenants
 A-9




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Successors
 Defaults and Remedies
 Trustee Dealings with Company
 No Recourse Against Others
 Authentication
 Abbreviations and Defined Terms
 ISINs and Common Codes
 Governing Law The Indenture and the Notes shall be governed by, and construed
in accordance with, the laws of the State of New York.
 A-10




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
 Total PrincipalAmount at
    
    NotationDecrease in
    
    Increase in
    
    Maturity
    
    Made byDate of
    
    Principal
    
    Principal
    
    Following such
    
    or onDecrease/
    
    Amount at
    
    Amount at
    
    Decrease/
    
    Behalf ofIncrease
    
    Maturity
    
    Maturity
    
    Increase
    
    Trustee
 A-11




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o
  
 
 A-12




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[ ]
  B-1




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STENA AB (PUBL)
      
   B-2




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STENA AB (PUBL)
As IssuerBy:Name:Title: 
 By:Name:Title:
  B-3




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[ ]
 STENA AB (PUBL)
  Interest
  Additional Amounts
  provided however
  
 B-4




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B-5




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Method of Payment
 Paying Agent
 B-6




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Luxemburger Wort
 Indenture
 Ranking
 Make-Whole Redemption
  (1)
    
    1.0% of the then outstanding principal amount of such Note; and(2)
    
    the excess (to the extent positive) of:
 (a)
    
    the present value at such Redemption Date of (i) the
principal amount of such Note plus (ii) all required interest payments due
on such Note to and including March 15, 2020 (excluding accrued but unpaid
interest), computed using a discount rate equal to the bund Rate as of
such redemption date plus 50 basis points, over(b)
    
    the then-outstanding principal amount of such Note.
 Bunds Bundesanleihen provided however
 B-7




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Optional Tax Redemption
   Notice of Redemption
  B-8




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Change of Control Offer
 Denominations; Form
 Persons Deemed Owners
 Unclaimed Funds
 Legal Defeasance and Covenant Defeasance
 Amendment; Supplement; Waiver
 Restrictive Covenants
 B-9




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Successors
 Defaults and Remedies
 Trustee Dealings with Company
 No Recourse Against Others
 Authentication
 Abbreviations and Defined Terms
 ISINs and Common Codes
 Governing Law The Indenture and the Notes shall be governed by, and construed
in accordance with, the laws of the State of New York
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RE:
    
    7.875% Senior Notes due 2020
(the Notes) of Stena AB (publ)
  
  (A)
    (1)
    
    the offer of the Notes was not made to a Person in the United States;(2)
    
    either (a) at the time the buy order was originated, the
transferee was outside the United States or we and any Person acting on our
behalf reasonably believed that the transferee was outside the United States or
(b) the transaction was executed in, on or through the facilities of a
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designated offshore securities market and neither the Transferor nor any
Person acting on our behalf knows that the transaction was prearranged with
a buyer in the United States,(3)
    
    no directed selling efforts (as defined in Regulation S) have
been made in connection with the offer and the sale of the Notes being
transferred hereby; and(4)
    
    the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.
 OR
   
 [Name of Transferor]By:Name:Title:Telephone No.:
 Please print name and address (including postal code)
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