Exhibit 2.4

EXECUTION VERSION




STENA AB (PUBL)

as Issuer,

and

DEUTSCHE TRUSTEE COMPANY LIMITED

as Trustee,

DEUTSCHE BANK AG, LONDON BRANCH

as Principal Paying Agent

and

DEUTSCHE BANK LUXEMBOURG, S.A.

as Registrar, Luxembourg Transfer and Paying
		Agent



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Indenture

Dated as of February 8, 2007



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300,000,000

6.125% Senior Notes due 2017








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Table of Contents



PageARTICLE I Definitions and Other
				  Provisions of General Application
			 
			 1SECTION 1.1. Definitions.
			 
			 1Act
			 
			 2Additional Amounts
			 
			 2Affiliate
			 
			 2Agent Members
			 
			 2Agents
			 
			 2Average Life
			 
			 2Bankruptcy Law
			 
			 2Board of Directors
			 
			 2Board Resolution
			 
			 2Business Day
			 
			 2Capital Markets Indebtedness
			 
			 2Capital Stock
			 
			 3Capitalized Lease Obligation
			 
			 3Change in Tax Law
			 
			 3Change of Control
			 
			 3Clearing Agency
			 
			 3Clearstream
			 
			 3Code
			 
			 3Common Depositary
			 
			 3Company
			 
			 4Company Request
			 
			 4Consolidated Cash Flow
			 
			 4Consolidated Coverage Ratio
			 
			 4Consolidated Interest Expense
			 
			 5Consolidated Operating Income
			 
			 5Consolidation
			 
			 5Construction Financing
			 
			 5Corporate Trust Office
			 
			 6corporation
			 
			 6Credit Facility
			 
			 6CT
			 
			 6Default
			 
			 6Defaulted Interest
			 
			 6Definitive Notes
			 
			 6Disqualified Stock
			 
			 6Euroclear
			 
			 7Event of Default
			 
			 7Exchange Act
			 
			 7Existing Indebtedness
			 
			 7GAAP
			 
			 7Global Note
			 
			 7






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PageGovernment Obligations
			 
			 7Guarantee
			 
			 7holder
			 
			 8Holding Company
			 
			 8Incur
			 
			 8Indebtedness
			 
			 8Indenture
			 
			 9Interest Payment Date
			 
			 9Investment
			 
			 9Investment Grade Rating
			 
			 10Issue Date
			 
			 10Lien
			 
			 10Maturity
			 
			 10Maturity Date
			 
			 10Non-Recourse Debt
			 
			 10Notes
			 
			 10Officer
			 
			 10Officers Certificate
			 
			 10Opinion of Counsel
			 
			 10Outstanding
			 
			 11Permitted Capital Markets
				  Indebtedness
			 
			 11Permitted Liens
			 
			 12Permitted Shareholder Group
			 
			 13Person
			 
			 13Post-Delivery Financing
			 
			 13Preferred Stock
			 
			 13Principal Paying Agent
			 
			 13Private Placement Legend
			 
			 13Rating Agencies
			 
			 13Ready for Sea Cost
			 
			 14Redemption Date
			 
			 14Redemption Price
			 
			 14Refinancing Indebtedness
			 
			 14Regular Record Date
			 
			 15Regulation S
			 
			 15Related Collateral
			 
			 15Resale Restriction Termination
				  Date
			 
			 15Responsible Officer
			 
			 15Restricted Subsidiary
			 
			 15Rule 144A
			 
			 15Sale and Leaseback
				  Transaction
			 
			 15SEC
			 
			 16Securities Act
			 
			 16Significant Subsidiary
			 
			 16Single-Purpose Vessel-Owning
				  Subsidiary
			 
			 16Special Record Date
			 
			 16






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PageStandard Securitization
				  Undertakings
			 
			 16Stated Maturity
			 
			 16Subsidiary
			 
			 16Successor Company
			 
			 16Suspended Covenants
			 
			 16Total Loss
			 
			 17Trustee
			 
			 17Trust Officer
			 
			 17Unrestricted Subsidiary
			 
			 17Vessel Construction Contract
			 
			 18Vessels
			 
			 18Voting Stock
			 
			 18Wholly-Owned Subsidiary
			 
			 18SECTION 1.2. Compliance Certificates
				  and Opinions.
			 
			 19SECTION 1.3. Form of Documents
				  Delivered to Trustee.
			 
			 19SECTION 1.4. Acts of holders; Record
				  Date.
			 
			 20SECTION 1.5. Notices, Etc., to
				  Trustee and Company.
			 
			 20SECTION 1.6. Notice to
				  holders.
			 
			 21SECTION 1.7. Information.
			 
			 21SECTION 1.8. Effect of Headings and
				  Table of Contents.
			 
			 21SECTION 1.9. Successors and
				  Assigns.
			 
			 21SECTION 1.10. Separability
				  Clause.
			 
			 21SECTION 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.
			 
			 22SECTION 1.15. Conversion of
				  Currency.
			 
			 23SECTION 1.16. No Recourse Against
				  Others.
			 
			 23ARTICLE II The Notes
			 
			 23SECTION 2.1. Form and Dating.
			 
			 23SECTION 2.2. Execution and
				  Authentication.
			 
			 24SECTION 2.3. Registrar and Principal
				  Paying Agent.
			 
			 25SECTION 2.4. Principal Paying Agent
				  to Hold Assets in Trust.
			 
			 27SECTION 2.5. List of Holders of
				  Notes.
			 
			 27SECTION 2.6. Book-Entry Provisions
				  for Global Notes.
			 
			 27SECTION 2.7. Registration of
				  Transfer and Exchange.
			 
			 28SECTION 2.8. Replacement
				  Notes.
			 
			 32SECTION 2.9. Outstanding
				  Notes.
			 
			 33SECTION 2.10. Treasury Notes.
			 
			 33SECTION 2.11. Temporary
				  Notes.
			 
			 33SECTION 2.12. Cancellation.
			 
			 34






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PageSECTION 2.13. Defaulted
				  Interest.
			 
			 34SECTION 2.14. ISIN and Common
				  Codes.
			 
			 35SECTION 2.15. Deposit of
				  Moneys.
			 
			 35SECTION 2.16. Certain Matters
				  Relating to Global Notes
			 
			 35ARTICLE III Redemption of
				  Notes
			 
			 35SECTION 3.1. Right of Redemption;
				  Optional Tax Redemption.
			 
			 35SECTION 3.2. Applicability of
				  Article.
			 
			 37SECTION 3.3. Election to Redeem;
				  Notice to Trustee.
			 
			 37SECTION 3.4. Selection by Trustee of
				  Notes to Be Redeemed.
			 
			 37SECTION 3.5. Notice of
				  Redemption.
			 
			 38SECTION 3.6. Deposit of Redemption
				  Price.
			 
			 39SECTION 3.7. Notes Payable on
				  Redemption Date.
			 
			 40SECTION 3.8. Notes Redeemed in
				  Part.
			 
			 40ARTICLE IV Satisfaction and
				  Discharge
			 
			 40SECTION 4.1. Satisfaction and
				  Discharge of Indenture.
			 
			 40SECTION 4.2. Application of Trust
				  Money.
			 
			 41SECTION 4.3. Reinstatement.
			 
			 42ARTICLE V Remedies
			 
			 42SECTION 5.1. Events of
				  Default.
			 
			 42SECTION 5.2. Acceleration of
				  Maturity; Rescission and Annulment.
			 
			 45SECTION 5.3. Collection of
				  Indebtedness and Suits for Enforcement by Trustee.
			 
			 45SECTION 5.4. Trustee May File Proofs
				  of Claim.
			 
			 46SECTION 5.5. Trustee May Enforce
				  Claims Without Possession of Notes.
			 
			 46SECTION 5.6. Application of Money
				  Collected.
			 
			 47SECTION 5.7. Limitation on
				  Suits.
			 
			 47SECTION 5.8. Unconditional Right of
				  holders to Receive Principal, Premium and Interest.
			 
			 48SECTION 5.9. Restoration of Rights
				  and Remedies.
			 
			 48SECTION 5.10. Rights and Remedies
				  Cumulative.
			 
			 48SECTION 5.11. Delay or Omission Not
				  Waiver.
			 
			 48SECTION 5.12. Control by
				  holders.
			 
			 48SECTION 5.13. Waiver of Past
				  Defaults.
			 
			 49SECTION 5.14. Undertaking for
				  Costs.
			 
			 49SECTION 5.15. Waiver of Stay,
				  Extension or Usury Laws.
			 
			 49ARTICLE VI The Trustee
			 
			 50SECTION 6.1. Duties of
				  Trustee.
			 
			 50






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PageSECTION 6.2. Rights of
				  Trustee.
			 
			 51SECTION 6.3. Individual Rights of
				  Trustee.
			 
			 52SECTION 6.4. Trustees
				  Disclaimer.
			 
			 52SECTION 6.5. Notice of
				  Default.
			 
			 52SECTION 6.6. Compensation and
				  Indemnity.
			 
			 52SECTION 6.7. Replacement of
				  Trustee.
			 
			 54SECTION 6.8. Successor Trustee by
				  Merger, etc.
			 
			 55ARTICLE VII Holders Lists and
				  Communications by Trustee and Company
			 
			 55SECTION 7.1. Company to Furnish
				  Trustee Names and Addresses of holders.
			 
			 55SECTION 7.2. Preservation of
				  Information; Communications to holders.
			 
			 56ARTICLE VIII Consolidation, Merger,
				  Conveyance, Transfer or Lease
			 
			 56SECTION 8.1. Company may
				  Consolidate, Etc. Only on Certain Terms.
			 
			 56SECTION 8.2. Successor
				  Substituted.
			 
			 57ARTICLE IX Supplemental
				  Indentures
			 
			 57SECTION 9.1. Supplemental Indentures
				  Without Consent of holders.
			 
			 57SECTION 9.2. Supplemental Indentures
				  with Consent of holders.
			 
			 58SECTION 9.3. Execution of
				  Supplemental Indentures.
			 
			 59SECTION 9.4. Effect of Supplemental
				  Indentures.
			 
			 59SECTION 9.5. Reference in Notes to
				  Supplemental Indentures.
			 
			 59ARTICLE X Covenants
			 
			 60SECTION 10.1. Payment of Principal,
				  Premium and Interest.
			 
			 60SECTION 10.2. Maintenance of Office
				  or Agency.
			 
			 62SECTION 10.3. Money for Note
				  Payments to be Held in Trust.
			 
			 62SECTION 10.4. Existence.
			 
			 64SECTION 10.5. Maintenance of
				  Properties.
			 
			 64SECTION 10.6. Payment of Taxes and
				  Other Claims.
			 
			 64SECTION 10.7. Limitation on
				  Indebtedness.
			 
			 64SECTION 10.8. Limitation on Liens on
				  Capital Markets Indebtedness.
			 
			 68SECTION 10.9. Change of
				  Control.
			 
			 68SECTION 10.10. Provision of
				  Financial Information.
			 
			 69SECTION 10.11. Statement by Officers
				  as to Default; Compliance Certificates.
			 
			 71SECTION 10.12. Listing.
			 
			 71SECTION 10.13. Suspension of
				  Covenants.
			 
			 71ARTICLE XI LEGAL Defeasance and
				  Covenant Defeasance
			 
			 72






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PageSECTION 11.1. Companys Option
				  to Effect Legal Defeasance or Covenant Defeasance.
			 
			 72SECTION 11.2. Legal Defeasance and
				  Discharge.
			 
			 72SECTION 11.3. Covenant
				  Defeasance.
			 
			 72SECTION 11.4. Conditions to Legal
				  Defeasance or Covenant Defeasance.
			 
			 73SECTION 11.5. Deposited Money and
				  Government Obligations to be Held in Trust; Other Miscellaneous
				  Provisions.
			 
			 74SECTION 11.6. Reinstatement.
			 
			 75






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EXHIBITSExhibit 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
				  NoteNote:
			 This Table of Contents shall not,
				  for any purpose, be deemed to be part of this Indenture.






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INDENTURE, dated as of February 8, 2007,
		among Stena AB (publ), a public company limited by shares incorporated under
		the laws of the Kingdom of Sweden (herein called the Company),
		having its principal office at Masthuggskajen, S-405 19 Gothenburg, Sweden,
		Deutsche Trustee Company Limited, organized and existing under the laws of
		England and Wales, as Trustee (herein called the Trustee), Deutsche
		Bank AG, London Branch, organized and existing under the laws of England and
		Wales, as Principal Paying Agent and Deutsche Bank Luxembourg S.A., organized
		and existing under the laws of the Grand Duchy of Luxembourg, as Registrar,
		Luxembourg Transfer and Principal Paying Agent.

RECITALS OF THE COMPANY

The Company has duly authorized the creation
		of an issue of its 6.125% Senior Notes due 2017 (the Notes) of
		substantially the tenor and amount hereinafter set forth, and to provide
		therefor the Company has duly authorized the execution and delivery of this
		Indenture.

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

NOW, THEREFORE, THIS INDENTURE
		WITNESSETH:

For and in consideration of the premises and
		the purchase of the Notes by the holders (as defined below) thereof, it is
		mutually covenanted and agreed, for the equal and proportionate benefit of all
		holders of the Notes, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 1.1.Definitions.

For all purposes of this Indenture, except
		as otherwise expressly provided or unless the context otherwise
		requires:

(1) the terms defined in this Article have
		the meanings assigned to them in this Article and include the plural as well as
		the singular;

(2) all accounting terms not otherwise
		defined herein have the meanings assigned to them in accordance with GAAP
		(whether or not such is indicated herein); and

(3) the words herein,
		hereof and hereunder and other words of similar import
		refer to this Indenture as a whole and not to any particular Article, Section
		or other subdivision.

Whenever there is mentioned in this
		Indenture, in any context, the payment of, or in respect of, Redemption Price,
		the principal of or any premium or interest on any Note or the net proceeds
		received on the sale or exchange of any Notes, such mention shall be





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deemed to include mention of the payment of
		Additional Amounts to the extent that, in such context, Additional Amounts are,
		were or would be payable in respect thereof pursuant to this Indenture.

Act, when used with respect to
		any holder, has the meaning specified in Section 1.4.

Additional Amounts has the
		meaning specified in Section 10.1.

Affiliate of any specified
		Person means any other Person, directly or indirectly, controlling or
		controlled by or under direct or indirect common control with such specified
		Person. For the purposes of this definition, control when used with
		respect to any Person means the power to direct the management and policies of
		such Person, directly or indirectly, whether through the ownership of voting
		securities, by contract or otherwise; and the terms controlling and
		controlled have meanings correlative to the foregoing.

Agent Members shall have the
		meaning set forth in Section 2.7(g).

Agents means each of the
		Principal Paying Agent and the Luxembourg Transfer and Paying Agent.

Average Life means, as of the
		date of determination, with respect to any Indebtedness or Preferred Stock, the
		quotient obtained by dividing (i) the sum of the products of the numbers
		of years from the date of determination to the dates of each successive
		scheduled principal payment of such Indebtedness or redemption or similar
		payment with respect to such Preferred Stock multiplied by the amount of such
		payment by (ii) the sum of all such payments.

Bankruptcy Law means, with
		respect to any Person, any bankruptcy, insolvency or other similar statute,
		regulation or provision of any jurisdiction in which such Person is organized
		or is conducting business.

Board of Directors means, as to
		any Person, the board of directors of such Person or any duly authorized
		committee thereof.

Board Resolution means a copy of
		a resolution certified by the Company to have been duly adopted by its Board of
		Directors and to be in full force and effect on the date of such certification,
		and delivered to the Trustee.

Business Day means each day that
		is not a Saturday, Sunday or other day on which banking institutions in New
		York, Stockholm, London or Luxembourg are authorized or required by law to
		close and also a day on which the Trans-European Automated Real-time Gross
		Settlement Express Transfer payment system is open for settlement of payments
		in euros.

Capital Markets Indebtedness
		means bonds, notes, debentures or other securities representing Indebtedness
		for borrowed money that is held by Persons other than the Company or a
		Restricted Subsidiary and is, as of its date of issue, of the kind customarily
		quoted, listed or ordinarily dealt in or traded on any stock exchange,
		over-the-counter or other generally recognized securities market (whether or
		not initially distributed by way of a private placement)





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and Guarantees of such Indebtedness but, for
		the avoidance of doubt, excluding any Indebtedness that, as determined in the
		reasonable judgment of the Board of Directors of the Company, is in the nature
		of a loan from a bank or other lender, whether or not such Indebtedness is
		traded, singly or in combination with other Indebtedness, in a market.

Capital Stock of any Person
		means any and all shares, interests, rights to purchase, warrants, options,
		participation or other equivalents of or interests in (however designated)
		equity of such Person, including any Preferred Stock and limited liability or
		partnership interests (whether general or limited), but excluding any debt
		securities convertible into such equity.

Capitalized Lease Obligation of
		any Person means (i) the obligation to pay rent or other payment amounts
		under a lease of (or other Indebtedness arrangements conveying the right to
		use) real or personal property of such Person which is, or is required to be,
		classified and accounted for as a capitalized lease or a liability on the face
		of a balance sheet of such Person in accordance with GAAP or (ii) the
		obligation to pay interest, principal, rent or other payment amounts under a
		financing arrangement pursuant to a Sale and Leaseback Transaction of real or
		personal property of such Person which is, or is required to be, classified and
		accounted for as a Financing or Financing obligation-sale
		leaseback or other liability on the face of a balance sheet of such
		Person in accordance with GAAP. The Stated Maturity of any such obligation or
		arrangement shall be the date of the last scheduled payment of rent or any
		other amount due under such lease or financing arrangement prior to the first
		date upon which such lease or financing arrangement may be terminated by the
		lessee or obligor without payment of a penalty.

Change in Tax Law has the
		meaning specified in Section 3.1.

Change of Control means each and
		every issue, sale or other disposition of shares of Capital Stock of the
		Company (including, without limitation, pursuant to a merger or consolidation
		permitted under this Indenture) which results in any Person or
		group of related persons (as such terms are used in Sections 13(d)
		and 14(d) of the Exchange Act) (other than (A) the Permitted Shareholder
		Group or (B) a Person or group of related Persons which, at the time of
		such sale or disposition, consists of or is under the general control and
		direction of the Permitted Shareholder Group or any member or members thereof)
		beneficially owning or controlling, directly or indirectly, more than 50% (by
		number of votes) of the Voting Stock of the Company.

Clearing Agency means one or
		more of Euroclear, Clearstream, or the successor of either of them, in each
		case acting directly, or through a custodian, nominee or depository.

Clearstream means Clearstream
		Banking,sociètè
		anonyme.

Code means the United States
		Internal Revenue Code of 1986, as amended.

Common Depositary means Deutsche
		Bank AG, London Branch or any successor thereto.





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Company means the Person named
		as the Company in the first paragraph of this instrument until a
		successor Person shall have become such pursuant to the applicable provisions
		of this Indenture and thereafter Company shall mean such successor
		Person.

Company Request or Company
		Order means a written request or order signed in the name of the Company
		by its Chairman of the Board, its Chief Executive Officer or its Chief
		Financial Officer (or any other officer identified by any of the foregoing
		officers in an Officers Certificate to be an executive officer of the
		Company) and by its Controller or its Financial Manager, and delivered to the
		Trustee.

Consolidated Cash Flow of any
		Person means for any period (i)(a) the Consolidated Operating Income for such
		period increased by the sum of (without duplication) (x) dividends or
		other distributions actually paid in cash or cash equivalents to such Person by
		any other Person who is not a Subsidiary of such Person, but only to the extent
		such dividends or other distributions are paid in respect of securities
		classified under investments in affiliated companies on the balance
		sheet of such Person, plus (y) consolidated interest income earned by such
		Person during such period plus (z) to the extent deducted from
		consolidated revenues in determining Consolidated Operating Income for such
		period and without duplication, consolidated depreciation and amortization
		expenses included in the income statement of such Person for such period and
		other consolidated non-cash charges included in the income statement of such
		Person for such period, minus (b) the aggregate gain on the disposition of
		a Vessel or Vessels included in Consolidated Operating Income for such period,
		plus (ii) the aggregate gain on the disposition of a Vessel or Vessels for
		such period, but only to the extent such amount does not exceed 25% of the
		amount calculated pursuant to clause (i) above.

Consolidated Coverage Ratio of
		any Person means as of any date of determination the ratio of
		(i) Consolidated Cash Flow of such Person for the period of the most
		recent four consecutive fiscal quarters ending prior to the date of such
		determination for which financial statements are in existence to (ii) the
		sum of (a) Consolidated Interest Expense of such Person for such period,
		plus (b) the annual interest expense (including the amortization of debt
		discount) with respect to any Indebtedness proposed to be Incurred by such
		Person or its Subsidiaries, plus (c) the annual interest expense,
		(including the amortization of debt discount) with respect to any other
		Indebtedness Incurred by such Person or its Subsidiaries since the end of such
		period to the extent not included in clause (ii)(a) minus (d) Consolidated
		Interest Expense of such Person to the extent included in clause (ii)(a) with
		respect to any Indebtedness that will no longer be outstanding as a result of
		the Incurrence of the Indebtedness proposed to be Incurred; provided that in
		making such computation, the Consolidated Interest Expense of such Person
		attributable to interest on any Indebtedness bearing a floating interest rate
		shall be computed on a pro forma basis as if the rate in effect on the date of
		computation had been the applicable rate for the entire period; and provided
		further that, in the event such Person or its Subsidiaries has made
		dispositions of assets or acquisitions of assets not in the ordinary course of
		business or of any Vessel (including acquisitions of other Persons or Vessels
		by merger, consolidation or purchase of Capital Stock) during or after such
		period, such computation shall be made on a pro forma basis as if the
		dispositions or acquisitions had taken place on the first day of such period.
		In the case of the Post-Delivery Financing of a Vessel or Vessels (or the
		financing of the acquisition of a Single-Purpose Vessel-Owning Subsidiary) by
		the Company or any of its Subsidiaries, the computation of Consolidated Cash
		Flow for purposes of calculating





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the Consolidated Coverage Ratio shall be
		increased by (x) the pro forma annual earnings (losses) for such period
		pursuant to any binding charter, lease or like arrangement which will be
		applicable to any such Vessel (including a Vessel owned by any such
		Single-Purpose Vessel-Owning Subsidiary) for at least one year after the date
		of delivery of such Vessel to the Company or any of its Subsidiaries or
		(y) with respect to any such Vessel not subject to such an arrangement,
		the earnings (losses) for such period of the most comparable Vessel of the
		Company or any of its Subsidiaries (as determined in the reasonable judgment of
		the Board of Directors of the Company), or, if the Company or any of its
		Subsidiaries do not have a comparable Vessel, based on industry average
		earnings for comparable Vessels (as determined in the reasonable judgment of
		the Board of Directors of the Company) during such period. For purposes of this
		definition, whenever pro forma effect is to be given to any calculation under
		this definition, the pro forma calculations will be determined in good faith by
		a responsible financial or accounting officer of the Company.

Consolidated Interest Expense
		for any Person means for any period the consolidated interest expense included
		in a consolidated income statement (without deduction of interest income) of
		such Person for such period calculated on a consolidated basis in accordance
		with GAAP, including, without limitation or duplication (or, to the extent not
		so included, with the addition of): (i) the amortization of debt
		discounts; (ii) any commissions, discounts and other fees and charges with
		respect to letters of credit, bankers acceptances, payment guarantees or
		similar facilities; (iii) fees with respect to interest rate swap or
		similar agreements or foreign currency hedge, exchange or similar agreements;
		(iv) Preferred Stock dividends declared and payable in cash; (v) the
		interest portion of Capitalized Lease Obligations and other deferred payment
		obligations; (vi) interest actually paid in respect of any Guarantee of
		Indebtedness or other obligation of any other Person (other than a consolidated
		Subsidiary of such Person); and (vii) all non-cash interest
		payments.

Consolidated Operating Income of
		any Person means for any period the income from operations of such Person for
		such period determined on a consolidated basis in accordance with GAAP, less
		gains on the disposition of a Vessel or Vessels pursuant to a deferred payment
		obligation (whether by way of a promissory note or installment receivable or
		otherwise), plus the portion of such gain allocable to such period (based on
		the life of such deferred payment obligation) to the extent payments in respect
		of such deferred payment obligation are actually received by such Person during
		such period.

Consolidation or
		consolidation means, with respect to any Person, the consolidation
		of the accounts of such Person and each of its Subsidiaries if and to the
		extent the accounts of such Person and each of its Subsidiaries would normally
		be consolidated with those of such Person, all in accordance with GAAP. The
		term Consolidated or consolidated shall have a similar
		meaning. With respect to the Company or any of its Subsidiaries, the accounts
		of any Unrestricted Subsidiary shall not be included in any such consolidation,
		even if the inclusion of such accounts would be required by GAAP.

Construction Financing means
		Indebtedness Incurred by the Company or any Subsidiary of the Company to
		finance any progress or other similar payments required prior to the delivery
		of the subject Vessel or Vessels under any Vessel Construction Contract.





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Corporate Trust Office means the
		principal office of the Trustee at which at any particular time its corporate
		trust business shall be administered, which office at the date of execution of
		this Indenture is located at Winchester House, 1 Great Winchester Street,
		London EC2N 2DB, Attention: The Managing Director.

corporation means a corporation,
		association, company, joint-stock company, limited liability company,
		partnership or business trust.

Credit Facility means, with
		respect to the Company or any Restricted Subsidiary, one or more debt
		facilities or commercial paper facilities with banks or other institutional
		lenders providing for revolving credit loans, term loans, receivables financing
		(including through the sale of receivables to such lenders or to special
		purpose entities formed to borrow from such lenders against such receivables)
		or letters of credit (in each case, as amended, restated, modified, renewed,
		refunded, replaced or refinanced in whole or in part from time to time,
		including through Capital Markets Indebtedness or otherwise).

CT has the meaning specified in
		Section 1.14.

Default means any event which
		is, or after notice or passage of time or both would be, an Event of
		Default.

Defaulted Interest has the
		meaning specified in Section 2.13.

Definitive Notes means Notes in
		definitive registered form substantially in the form of Exhibit B
		hereto.

Disqualified Stock means, with
		respect to any Person, any Capital Stock of such Person which by its terms (or
		by the terms of any security into which it is convertible or for which it is
		exchangeable) or upon the happening of any event (excluding a call for
		redemption or declaration of accelerated maturity by such Person):

(i)
			 matures or is mandatorily redeemable
				  pursuant to a sinking fund obligation or otherwise;


(ii)
			 is convertible or exchangeable for
				  Indebtedness or Disqualified Stock (excluding Capital Stock which is
				  convertible or exchangeable solely at the option of the Company or a Restricted
				  Subsidiary); or


(iii)
			 is redeemable at the option of the
				  holder of the Capital Stock in whole or in part,


in each case on or prior to the earlier of
		(a) of the Stated Maturity of the Notes and (b) the date on which
		there are no Notes outstanding,providedthat
		only the portion of Capital Stock which so matures or is mandatorily
		redeemable, is so convertible or exchangeable or is so redeemable at the option
		of the holder thereof prior to such date will be deemed to be Disqualified
		Stock;provided, furtherthat any Capital Stock that would
		constitute Disqualified Stock solely because the holders thereof have the right
		to require the Company to repurchase such Capital Stock upon the occurrence of
		a change of control (each defined in a substantially identical manner to the
		corresponding definitions in this Indenture) shall not constitute





6



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Disqualified Stock if the terms of such
		Capital Stock (and all such securities into which it is convertible or for
		which it is ratable or exchangeable) provide that the Company may not
		repurchase or redeem any such Capital Stock (and all such securities into which
		it is convertible or for which it is ratable or exchangeable) pursuant to such
		provision prior to compliance by the Company with the provisions of this
		Indenture described under the captions Change of control.

Euroclear means Euroclear Bank
		S.A./N.V., as operator of the Euroclear System.

Event of Default has the meaning
		specified in Section 5.1.

Exchange Act means the United
		States Securities Exchange Act of 1934, as amended, and the rules and
		regulations of the SEC promulgated thereunder.

Existing Indebtedness of any
		Person means Indebtedness (including lease facilities) existing on the Issue
		Date, less (i) principal payments actually made by or on behalf of such
		Person on any term Indebtedness or lease facility under any agreement governing
		such Existing Indebtedness (other than principal payments made in connection
		with or pursuant to a refinancing of such Existing Indebtedness agreement) and
		(ii) any amounts by which any revolving credit facility commitment under
		any Existing Indebtedness agreement is permanently reduced (so long as and to
		the extent that any required payments in connection therewith are actually
		made). Notwithstanding the foregoing, Existing Indebtedness shall not include
		any Indebtedness of the Company or a Restricted Subsidiary existing on the
		Issue Date and described under clauses (i), (ii), (vi), (vii), (viii), (ix),
		(x) and (xi) of the second paragraph of Section 10.7.

GAAP means generally accepted
		accounting principles in the Kingdom of Sweden as in effect from time to time.
		All ratios and computations based on GAAP contained in this Indenture will be
		computed in conformity with GAAP. At any time after the Issue Date, the Company
		may elect to apply International Financial Reporting Standards
		(IFRS) in lieu of GAAP and, upon any such election, references in
		this Indenture to GAAP shall thereafter be construed to mean IFRS, as in effect
		(except as otherwise provided in the indenture) from time to time, provided
		that any such election, once made, shall be irrevocable.

Global Note means a Note
		evidencing all or part of a series of Notes which is issued to the Common
		Depositary or its nominee and is registered in the name of the Common
		Depositary or its nominee.

Government Obligations means
		direct non-callable and non-redeemable obligations (in each case, with respect
		to the issuer thereof) of any member state of the European Union that is a
		member of the European Union as of the date of this Indenture (including, in
		each case, any agency or instrumentality thereof) payment of which is secured
		by the full faith and credit of the applicable member state.

Guarantee means any obligation,
		contingent or otherwise, of any Person directly or indirectly guaranteeing any
		Indebtedness of any other Person and any obligation, direct or indirect,
		contingent or otherwise, of such Person:





7



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(i)
			 to purchase or pay (or advance or
				  supply funds for the purchase or payment of) such Indebtedness of such other
				  Person (whether arising by virtue of agreement to keep-well, or to purchase
				  assets, goods, securities or services to assure the payment of such
				  Indebtedness, to take-or-pay, to maintain financial statement conditions or
				  otherwise); or


(ii)
			 entered into for purposes of
				  assuring in any other manner the obligee of such Indebtedness of the payment
				  thereof or to protect such obligee against loss in respect thereof (in whole or
				  in part);provided,
				  however,that the term
				  Guarantee will not include endorsements for collection or deposit
				  in the ordinary course of business. The term Guarantee used as a
				  verb has a corresponding meaning.


holder means a Person in whose
		name a Note is registered on the Registrars books.

Holding Company means a Person
		(other than a natural person) of which the Company is or becomes a direct or
		indirect Subsidiary after the Issue Date;providedthat
		the primary purpose of such Person is to serve as a direct or indirect holding
		company of the Company.

Incur means, with respect to
		any Indebtedness or other obligation of any Person, to create, issue, incur (by
		conversion, exchange or otherwise), assume, guarantee or otherwise become
		liable in respect of such Indebtedness or other obligation or the recording, as
		required pursuant to GAAP or otherwise, of any such Indebtedness or other
		obligation on the balance sheet of such Person (and Incurrence,
		Incurred, Incurrable and Incurring shall
		have meanings correlative to the foregoing); provided that a change in GAAP
		that results in an obligation of such Person that exists at such time becoming
		Indebtedness shall not be deemed an Incurrence of such Indebtedness.
		Indebtedness of the Company or any Subsidiary of the Company in respect of the
		Post-Delivery Financing of Vessels shall be deemed to have been
		Incurred in the full amount of such Post-Delivery Financing only on
		the date the Company (or such Subsidiary) enters into a binding credit or lease
		commitment in good faith with a lender (or group of lenders) or lessor with
		respect to such financing. No Indebtedness shall be deemed to have been
		Incurred solely by reason of the Company or any Subsidiary of the
		Company entering into a Vessel Construction Contract. No Indebtedness shall be
		deemed to have been Incurred solely by reason of the transfer
		(including, without limitation, by way of novation or assignment and
		assumption) of Indebtedness secured by a Vessel from a Subsidiary of the
		Company to another Subsidiary of the Company in connection with the transfer of
		such Vessel from the former to the latter (including, without limitation, a
		transfer effected for the purpose of reflagging such Vessel).

Indebtedness means (without
		duplication), with respect to any Person, whether recourse is to all or a
		portion of the assets of such Person and whether or not contingent,
		(i) every obligation of such Person for money borrowed, (ii) every
		obligation of such Person evidenced by bonds, debentures, notes or other
		similar instruments, including obligations Incurred in connection with the
		acquisition by such Person of property, assets or businesses, (iii) every
		reimbursement obligation of such Person with respect to letters of credit,
		bankers acceptances,





8



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payment guarantees or similar facilities
		issued for the account of such Person, other than bonds, letters of credit,
		payment guarantees or other similar obligations required by governmental or
		regulatory agencies in connection with Vessels owned by or businesses conducted
		by the Company or any of its Subsidiaries, (iv) every obligation of such
		Person issued or assumed as the deferred purchase price of property or services
		acquired by such Person (but excluding trade accounts payable or accrued
		liabilities arising in the ordinary course of business which are not overdue or
		which are not being contested in good faith), (v) the maximum fixed
		redemption or repurchase price of Disqualified Stock of such Person at the time
		of determination; (v) every Capitalized Lease Obligation of such Person,
		(vi) every net obligation under interest rate swap, foreign currency
		hedge, exchange or similar agreements of such Person and (vii) every
		obligation of the type referred to in clauses (i) through (vi) of
		another Person and all dividends of another Person the payment of which, in
		either case, such Person has Guaranteed or is responsible or liable for,
		directly or indirectly, as obligor, guarantor or otherwise, provided that
		Guarantees made by any Person shall not be deemed Indebtedness to
		the extent (x) that the Indebtedness so guaranteed would be classified and
		accounted for as Indebtedness on the consolidated balance sheet of such Person
		or (y) that both such Person and the Person whose obligation is being
		Guaranteed are Subsidiaries of the Company, and provided further that payment
		obligations of a Person pursuant to a charter or operating lease which does not
		constitute a Capitalized Lease Obligation shall not be deemed
		Indebtedness, and provided further that reimbursement obligations
		of any Person with respect to facilities in respect of letters of credit,
		bankers acceptances or payment guarantees issued for the account of such
		Person, and obligations of such Person in respect of loan facilities the
		proceeds of which are used for cash collateral (and refinancings thereof so
		long as after giving effect thereto the Primary Debt (as hereafter defined)
		continues to be cash collateralized to the same extent), shall not be deemed
		Indebtedness to the extent that any such facility (or the proceeds
		thereof) is used to fully and irrevocably secure, guarantee or defease the
		payment of Indebtedness of such Person or any of its Subsidiaries (including,
		without limitation, debt under the Capitalized Lease Obligation) which is
		Incurred in connection with the financing of a Vessel or group of Vessels and
		which is otherwise permitted to be Incurred under this Indenture (Primary
		Debt).

Indenture means this instrument
		as originally executed or as it may from time to time be supplemented or
		amended by one or more indentures supplemental hereto entered into pursuant to
		the applicable provisions hereof.

Interest Payment Date means each
		February 1 and August 1, commencing August 1, 2007.

Investment means, with respect
		to any Person, all investments by such Person in other Persons (including
		Affiliates) in the form of any direct or indirect advance, loan (other than
		advances or extensions of credit to customers in the ordinary course of
		business) or other extensions of credit (including by way of Guarantee or
		similar arrangement, but excluding any debt or extension of credit represented
		by a bank deposit other than a time deposit) or capital contribution to (by
		means of any transfer of cash or other property to others or any payment for
		property or services for the account or use of others), or any purchase or
		acquisition of Capital Stock, Indebtedness or other similar instruments issued
		by, such Person and all other items that are or would be classified as
		investments on a balance sheet prepared in accordance with GAAP.





9



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Investment Grade Rating means a
		rating equal to or higher than Baa3 (or the equivalent) by Moodys
		Investors Service, Inc. and BBB- (or the equivalent) by Standard &
		Poors Ratings Group, Inc., in each case, with a stable or better
		outlook.

Issue Date means February 8,
		2007.

Lien means any mortgage, pledge,
		security interest, encumbrance, lien or charge of any kind (including any
		conditional sale or other title retention agreement or lease in the nature
		thereof), other than any easement not materially impairing usefulness or
		marketability.

Maturity when used with respect
		to any Note, means the date on which the principal of such Note becomes due and
		payable as therein or herein provided, whether at the Stated Maturity or by
		declaration of acceleration, call for redemption or otherwise.

Maturity Date means February 1,
		2017.

Non-Recourse Debt means
		Indebtedness of a Person:

(i)
			 as to which neither the Company nor
				  any Restricted Subsidiary (a) provides any Guarantee or (b) is
				  directly or indirectly liable (as a guarantor or otherwise);


(ii)
			 no default with respect to which
				  (including any rights that the holders thereof may have to take enforcement
				  action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
				  time or both) any holder of any other Indebtedness of the Company or any
				  Restricted Subsidiary to declare a default under such other Indebtedness or
				  cause the payment thereof to be accelerated or payable prior to its Stated
				  Maturity; and


(iii)
			 the explicit terms of which provide
				  there is no recourse against any of the assets of the Company or its Restricted
				  Subsidiaries, except that Standard Securitization Undertakings shall not be
				  considered recourse.


Notes means the notes designated
		in the first paragraph of the Recitals.

Officer means the Chairman of
		the Board, the Chief Executive Officer, the President, the Chief Financial
		Officer, any Vice President, the Treasurer or the Secretary of the
		Company.

Officers Certificate means
		a certificate signed by two Officers or by an Officer and either an Assistant
		Treasurer, an Assistant Secretary, the Financial Manager or the Controller of
		the Company.

Opinion of Counsel means a
		written opinion from legal counsel who is reasonably acceptable to the Trustee.
		The counsel may be an employee of or counsel to the Company or the
		Trustee.





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Outstanding when used with
		respect to Notes, means, as of the date of determination, all Notes theretofore
		authenticated and delivered under this Indenture,except:

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

(ii) Notes for whose payment or redemption
		money in the necessary amount has been theretofore deposited with the Trustee
		or any Principal Paying Agent (other than the Company) in trust or set aside
		and segregated in trust by the Company (if the Company shall act as its own
		Principal Paying Agent) for the holders of such Notes;providedthat,
		if such Notes are to be redeemed, notice of such redemption has been duly given
		pursuant to this Indenture or provision therefor satisfactory to the Trustee
		has been made; and

(iii) Notes which have been paid pursuant to
		Section 2.6 or in exchange for or in lieu of which other Notes have been
		authenticated and delivered pursuant to this Indenture, other than any such
		Notes in respect of which there shall have been presented to the Trustee proof
		satisfactory to it that such Notes are held by a protected purchaser in whose
		hands such Notes are valid obligations of the Company;

provided, that in determining whether the holders of the
		requisite principal amount of the Outstanding Notes have given any request,
		demand, authorization, direction, notice, consent or waiver hereunder, Notes
		owned by the Company or any other obligor upon the Notes or any Subsidiary of
		the Company or of such other obligor shall be disregarded and deemed not to be
		Outstanding, except that, in determining whether the Trustee shall be protected
		in relying upon any such request, demand, authorization, direction, notice,
		consent or waiver, only Notes which a Responsible Officer of the Trustee knows
		to be so owned shall be so disregarded. Notes so owned which have been pledged
		in good faith may be regarded as Outstanding if the pledgee establishes to the
		satisfaction of the Trustee the pledgees right so to act with respect to
		such Notes and that the pledgee is not the Company or any other obligor upon
		the Notes or any Affiliate of the Company or of such other obligor.

Permitted Capital Markets
		Indebtedness means Capital Markets Indebtedness that is (x) Incurred
		or Guaranteed by a Restricted Subsidiary, or (y) secured by a Lien or
		Liens on assets or properties of the Company or any of its Restricted
		Subsidiaries, or (z) Incurred or Guaranteed by a Restricted Subsidiary and
		secured by a Lien or Liens on assets or properties of the Company or any of its
		Restricted Subsidiaries, provided that the aggregate amount of outstanding
		Indebtedness of the Company and its Restricted Subsidiaries on the date of
		determination that is Incurred, Guaranteed by a Restricted Subsidiary or
		secured by a Lien or Liens on assets or properties of the Company or any of its
		Restricted Subsidiaries (or a combination thereof), after giving effect to such
		Capital Markets Indebtedness, does not exceed the sum of (i) $1.5 billion,
		plus (ii) the excess of the total noncurrent assets of the Company and its
		Restricted Subsidiaries on the date of Incurrence of such Capital Markets
		Indebtedness over such total noncurrent assets as of December 31, 2006,
		plus (iii) Refinancing Indebtedness Incurred pursuant to clause (iv) of
		the second paragraph of Section 10.7 other than Capital Markets Indebtedness
		Incurred to refinance unsecured Indebtedness pursuant to such clause
		(iv).





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Permitted Liens means, with
		respect to any Person:

(i)
			 Liens existing on the Issue
				  Date;


(ii)
			 Liens on Capital Markets
				  Indebtedness of a Person at the time such Person becomes a Restricted
				  Subsidiary;provided,
				  however, that such Liens are not
				  created, Incurred or assumed in connection with, or in contemplation of, such
				  other Person becoming a Restricted Subsidiary;provided further, however,that any such Lien may not extend to any other property
				  owned by the Company or any Restricted Subsidiary;


(iii)
			 Liens securing the Notes;


(iv)
			 Liens for the purpose of securing
				  Indebtedness represented by Capitalized Lease Obligations, mortgage financings,
				  purchase money obligations or other Indebtedness Incurred, to finance all or
				  any part of the purchase price or cost of acquisition, construction or
				  improvement of assets or property provided that:


(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;


(v)
			 Liens securing Refinancing
				  Indebtedness Incurred to refinance, refund, replace, amend, extend or modify,
				  as a whole or in part, Indebtedness that was previously so secured as permitted
				  under the terms of the Notes and this Indenture,providedthat
				  any such Lien is limited to all or part of the same property or assets (plus
				  improvements, accessions, replacements, proceeds or dividends or distributions
				  in respect thereof) that secured (or, under the written arrangements under
				  which the original Lien arose, could secure) the Indebtedness being refinanced
				  or is in respect of property that is the security for a Permitted Lien
				  hereunder;


(vi)
			 Liens securing Permitted Capital
				  Markets Indebtedness; and


(vii)
			 Liens securing Indebtedness that is
				  to be refinanced by Refinancing Indebtedness permitted to be Incurred under the
				  terms






12



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of the Notes and this Indenture, provided
		that the assets subject to such Liens are limited to the cash proceeds of such
		Refinancing Indebtedness and any defeasance trust or similar fund acquired with
		such cash proceeds.

Permitted Shareholder Group
		means (i) Sten Allan Olsson, (ii) the descendants of Sten Allan
		Olsson, (iii) a husband or wife or former husband or wife or widower or
		widow of any of the Persons named in clauses (i) and (ii), (iv) the
		estates or legal representatives of the Persons named in clauses (i),
		(ii) and (iii), and (v) trusts (whether arising under settlement,
		declaration of trust or instrument by whomsoever or wheresoever made or under a
		testamentary disposition or on an intestacy) under which no immediate
		beneficial interest in the property which is the subject of such trust is for
		the time being vested in any Person other than the Persons named in clauses
		(i), (ii) (iii) and (iv); provided, however, that for purposes of
		this definition a step-child, adopted child or illegitimate child of any Person
		shall be deemed to be a lineal descendant of such Person and of the lineal
		ancestors of that Person.

Person means any individual,
		corporation, partnership, joint venture, association, joint-stock company,
		trust, unincorporated organization, limited liability company, government or
		any agency or political subdivision thereof or any other entity.

Post-Delivery Financing means
		Indebtedness Incurred by the Company or any Subsidiary of the Company to
		finance the total Ready for Sea Cost of a Vessel or group of Vessels.
		Post-Delivery Financing shall include the amount of any
		Construction Financing with respect to any Vessel or group of Vessels, but only
		to the extent that fully committed Post-Delivery Financing for such Vessel or
		group of Vessels has been arranged at such time.

Preferred Stock as applied to
		the Capital Stock of any Person, means Capital Stock of such Person of any
		class or classes (however designated) that ranks prior, as to the payment of
		dividends or as to the distribution of assets upon any voluntary or involuntary
		liquidation, dissolution or winding up of such Person, to shares of Capital
		Stock of any other class of such Person.

Principal Paying Agent means any
		Person authorized by the Company to pay the principal of (and premium, if any)
		or interest on any Notes on behalf of the Company. The Company hereby initially
		appoints Deutsche Bank AG, London Branch as Principal Paying Agent for the
		Notes.

Private Placement Legend has the
		meaning specified in the definition of Section 2.7.

Rating Agencies means
		Standard & Poors Ratings Group, Inc. and Moodys Investors
		Service, Inc. or if Standard & Poors Ratings Group, Inc. or
		Moodys Investors Service, Inc. or both shall not make a rating on the
		Notes publicly available, a nationally recognized statistical rating agency or
		agencies, as the case may be, selected by the Company (as certified by a
		resolution of the Board of Directors) which shall be substituted for
		Standard & Poors Ratings Group, Inc. or Moodys Investors
		Service, Inc. or both, as the case may be.





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Ready for Sea Cost means, with
		respect to a Vessel or Vessels to be acquired or leased (pursuant to a
		Capitalized Lease Obligation) by the Company or any Subsidiary of the Company,
		the aggregate amount of all expenditures Incurred to acquire or construct and
		bring such Vessel or Vessels to the condition and location necessary for its or
		their intended use which would be classified and accounted for as
		property, plant and equipment in accordance with GAAP.

Redemption Date when used with
		respect to any Note to be redeemed, means the date fixed for such redemption by
		or pursuant to this Indenture.

Redemption Price when used with
		respect to any Note to be redeemed, means the price at which it is to be
		redeemed pursuant to this Indenture.

Refinancing Indebtedness means
		Indebtedness that is Incurred to refund, refinance, replace, exchange, renew,
		repay or extend (including pursuant to any defeasance or discharge mechanism)
		(collectively, refinance, refinances, and
		refinanced shall each have a correlative meaning) any Indebtedness
		existing on the Issue Date or Incurred in compliance with this Indenture
		(including Indebtedness of the Company that refinances Indebtedness of any
		Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
		refinances Indebtedness of another Restricted Subsidiary) including
		Indebtedness that refinances Refinancing Indebtedness,provided, however,that:

(i)
			 (a) if the Stated Maturity of the
				  Indebtedness being refinanced is earlier than the Stated Maturity of the Notes,
				  the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
				  Maturity of the Indebtedness being refinanced or (b) if the Stated
				  Maturity of the Indebtedness being refinanced is later than the Stated Maturity
				  of the Notes, the Refinancing Indebtedness has a Stated Maturity later than the
				  Stated Maturity of the Notes;


(ii)
			 the Refinancing Indebtedness has an
				  Average Life at the time such Refinancing Indebtedness is Incurred that is
				  equal to or greater than the Average Life of the Indebtedness being refinanced;
				  and


(iii)
			 such Refinancing Indebtedness is
				  Incurred in an aggregate principal amount (or if issued with original issue
				  discount, an aggregate issue price) that is equal to or less than the sum of
				  the aggregate principal amount (or if issued with original issue discount, the
				  aggregate accreted value) then outstanding of the Indebtedness being refinanced
				  (plus, without duplication, any additional Indebtedness Incurred to pay
				  interest or premiums required by the instruments governing such existing
				  Indebtedness and fees Incurred in connection therewith);providedthat in
				  the case of the refinancing of the Post-Delivery Financing of a Vessel within
				  270 days after the acquisition or delivery of such Vessel pursuant to a
				  Capitalized Lease Obligation, such Refinancing Indebtedness is Incurred in an
				  aggregate principal amount (or if issued with original issue discount, an
				  aggregate issue price) that is equal to or less than 100% of the Ready for Sea
				  Cost of such Vessel, plus the amount of any premium required to be paid in
				  connection with such refinancing pursuant to the terms of the Refinancing
				  Indebtedness or the amount of any premium reasonably determined by the Company






14



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as necessary to accomplish such refinancing
		by means of a tender offer or privately negotiated repurchase, plus the
		expenses of the Company or any of its Subsidiaries Incurred in connection with
		such refinancing.

Regular Record Date for the
		interest payable on any Interest Payment Date means January 15 or July 15
		(whether or not a Business Day), as the case may be, next preceding such
		Interest Payment Date.

Regulation S  means Regulation S
		(including any successor regulation thereto) under the U.S. Securities Act, as
		it may be amended from time to time.

Related Collateral means, with
		respect to a Vessel, (i) any insurance policies on such Vessel,
		(ii) any requisition compensation payable in respect of any compulsory
		acquisition thereof, (iii) any earnings derived from the use or operation
		thereof and/or any earnings account with respect to such earnings, and
		(iv) any charters, operating leases, licenses and related agreements
		entered into in respect of the Vessel and any security or guarantee in respect
		of the relevant charterers or lessees obligations under any
		relevant charter, operating lease, license or related agreement, (v) any
		cash collateral account established with respect to such Vessel pursuant to the
		financing arrangements with respect thereto, (vi) any inter-company loan
		or facility agreements relating to the financing of the acquisition of, and/or
		the leasing arrangements (pursuant to Capitalized Lease Obligations) with
		respect to, such Vessel, (vii) any building or conversion contracts
		relating to such Vessel and any security or guarantee in respect of the
		builders obligations under such contracts, (viii) any interest rate
		swap, foreign currency hedge, exchange or similar agreement incurred in
		connection with the financing of such Vessel and required to be assigned by the
		lender and (ix) any security interest in, or agreement or assignment
		relating to, any of the foregoing or any mortgage in respect of such
		Vessel.

Resale Restriction Termination Date
		 has the meaning specified in Section 2.7.

Responsible Officer when used
		with respect to the Trustee, means any officer of the Trustee with direct
		responsibility for the administration of this Indenture and also means, with
		respect to a particular corporate trust matter, any other officer to whom such
		matter is referred because of his knowledge of and familiarity with the
		particular subject.

Restricted Subsidiary means any
		Subsidiary of the Company other than an Unrestricted Subsidiary.

Rule 144A means Rule 144A
		(including any successor regulation thereto) under the U.S. Securities Act, as
		it may be amended from time to time.

Sale and Leaseback Transaction
		of any Person means an arrangement with any lessor, lender, obligee or investor
		or to which such lessor, lender, obligee or investor is a party providing for
		the leasing or renting by such Person of any property or asset of such Person
		which has been or is being sold or transferred by such Person more than 270
		days after the acquisition thereof or, if later, the delivery or commencement
		of operation thereof, to such lessor, lender, obligee or investor or to any
		Person to whom funds have been or are to be advanced by such lessor, lender,
		obligee or investor on the security of such property or asset. The Stated
		Maturity





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of such arrangement shall be the date of the
		last scheduled payment of rent or any other amount due under such arrangement
		prior to the first date on which such arrangement may be terminated by the
		lessee without payment of a penalty.

SEC means the United States Securities
		and Exchange Commission.

Securities Act means the United
		States Securities Act of 1933, as amended, and the rules and regulations of the
		SEC promulgated thereunder.

Significant Subsidiary means, at
		the date of determination, any Restricted Subsidiary that together with its
		Subsidiaries that are Restricted Subsidiaries (i) for the most recent
		fiscal year, accounted for more than 10% of consolidated revenues of the
		Company or (ii) as of the end of the most recent fiscal quarter, was the
		owner of more than 10% of the consolidated assets of the Company.

Single-Purpose Vessel-Owning
		Subsidiary means a Subsidiary of the Company the sole purpose of which is
		to own or lease (pursuant to a Capitalized Lease Obligation) one (but not more
		than one) Vessel.

Special Record Date for the
		payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
		Section 2.13.

Standard Securitization
		Undertakings means agreements, representations, warranties, undertakings,
		covenants and indemnities entered into by the Company or any Subsidiary of the
		Company in a securitization or similar transaction, other than an undertaking
		to pay principal of, or premium or interest on, Indebtedness.

Stated Maturity means, with
		respect to any security, the date specified in such security as the fixed date
		on which the payment of principal of such security is due and payable,
		including pursuant to any mandatory redemption provision, but shall not include
		any contingent obligations to repay, redeem or repurchase any such principal
		prior to the date originally scheduled for the payment thereof.

Subsidiary of any Person means
		(a) any corporation, association or other business entity (other than a
		partnership, joint venture, limited liability company or similar entity) of
		which more than 50% of the total ordinary voting power of shares of Capital
		Stock entitled (without regard to the occurrence of any contingency) to vote in
		the election of directors, managers or trustees thereof (or persons performing
		similar functions) or (b) any partnership, joint venture limited liability
		company or similar entity of which more than 50% of the capital accounts,
		distribution rights, total equity and voting interests or general or limited
		partnership interests, as applicable, is, in the case of clauses (a) and
		(b), at the time owned or controlled, directly or indirectly, by (1) such
		Person, (2) such Person and one or more Subsidiaries of such Person or
		(3) one or more Subsidiaries of such Person. Unless otherwise specified
		herein, each reference to a Subsidiary will refer to a direct or indirect
		Subsidiary of the Company.

Successor Company has the
		meaning specified in Section 8.1.

Suspended Covenants has the
		meaning specified in Section 10.13.





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Total Loss has the meaning specified in
		Section 10.7.

Trustee means the Person named
		as the Trustee in the first paragraph of this instrument until a
		successor Trustee shall have become such pursuant to the applicable provisions
		of this Indenture, and thereafter Trustee shall mean such successor
		Trustee.

Trust Officer means any officer
		within ITS-GD Trust Administration (or any successor group of the Trustee),
		including any director, managing director, vice president, assistant vice
		president, corporate trust officer, assistant corporate trust officer,
		secretary, assistant secretary, treasurer, assistant treasurer, associate or
		any other officer or assistant officer of the Trustee customarily performing
		functions similar to those performed by the persons who at that time shall be
		such officers having direct responsibility for the administration of this
		Indenture, and also means, with respect to a particular corporate trust matter,
		any other officer to whom such trust matter is referred because of his or her
		knowledge of and familiarity with the particular subject.

Unrestricted Subsidiary means:

(i)
			 the following Subsidiaries of the
				  Company: Stena Fastigheter AB, Stena Realty BV, Stena Adactum AB, Stena
				  Investment Luxembourg s.à r.l. and Stena Finanzverwaltungs AG;


(ii)
			 any Subsidiary of the Company that
				  at the time of determination shall be designated an Unrestricted Subsidiary by
				  the Board of Directors of the Company in the manner provided below; and


(iii)
			 any Subsidiary of an Unrestricted
				  Subsidiary.


The Board of Directors of the Company may
		designate any Subsidiary of the Company (including any newly acquired or newly
		formed Subsidiary or a Person becoming a Subsidiary through merger or
		consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(i)
			 such Subsidiary or any of its
				  Subsidiaries does not own any Capital Stock or Indebtedness of or have any
				  Investment in, or own or hold any Lien on any property of, any other Subsidiary
				  of the Company which is not a Subsidiary of the Subsidiary to be so designated
				  or otherwise an Unrestricted Subsidiary;


(ii)
			 all the Indebtedness of such
				  Subsidiary and its Subsidiaries shall, at the date of designation, and will at
				  all times thereafter, consist of Non-Recourse Debt, except to the extent that
				  the Company or a Restricted Subsidiary to which recourse may sought in respect
				  of such Indebtedness would be permitted to Incur such Indebtedness under the
				  provisions of the covenant described under the caption Limitation on
				  indebtedness;


(iii)
			 such Subsidiary, either alone or in
				  the aggregate with all other Unrestricted Subsidiaries, does not operate,
				  directly or indirectly, all or substantially all of the business of the Company
				  and its Subsidiaries; and






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(iv)
			 such Subsidiary is a Person with
				  respect to which neither the Company nor any of its Restricted Subsidiaries has
				  any direct or indirect obligation (other than obligations that the Company or
				  such Restricted Subsidiaries would be permitted to Incur under the provisions
				  of the covenant described under the caption Limitation on
				  indebtedness):


(a)
			 to subscribe for additional Capital
				  Stock of such Person; or


(b)
			 to maintain or preserve such
				  Persons financial condition or to cause such Person to achieve any
				  specified levels of operating results.


Any such designation by the Board of
		Directors of the Company shall be evidenced to the Trustee by filing with the
		Trustee a resolution of the Board of Directors of the Company giving effect to
		such designation and an Officers Certificate certifying that such
		designation complies with the foregoing conditions. If, at any time, any
		Unrestricted Subsidiary would fail to meet the foregoing requirements as an
		Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
		Subsidiary for purposes of this Indenture and any Indebtedness of such
		Subsidiary shall be deemed to be Incurred as of such date.

The Board of Directors of the Company may
		designate any Unrestricted Subsidiary to be a Restricted Subsidiary;providedthat immediately after giving effect to such
		designation, no Default or Event of Default shall have occurred and be
		continuing or would occur as a consequence thereof and the Company could Incur
		at least 1.00 of additional Indebtedness pursuant to the first paragraph
		of the Certain covenantsLimitation on indebtedness covenant
		on a pro forma basis taking into account such designation.

Vessel Construction Contract
		means any contract for the construction (or construction and acquisition) or
		conversion of a Vessel or Vessels entered into by the Company or any Subsidiary
		of the Company.

Vessels means the shipping
		vessels whose primary purpose is the maritime transportation of cargo and/or
		passengers or which are otherwise engaged or used in any business activities of
		the Company and its Subsidiaries (including, without limitation,
		semi-submersible and other drilling rigs and drillships) and which are owned by
		and registered (or to be owned by and registered) in the name of the Company or
		any of its Subsidiaries or operated by the Company or any of its Subsidiaries
		pursuant to a lease or other operating agreement constituting a Capitalized
		Lease Obligation, in each case together with all related equipment and any
		additions or improvements.

Voting Stock of a Person means
		all classes of Capital Stock of such Person then outstanding and normally
		entitled to vote in the election of directors, managers or trustees, as
		applicable.

Wholly-Owned Subsidiary means a
		Restricted Subsidiary, all of the Capital Stock of which (other than
		directors qualifying shares) is owned by the Company or another
		Wholly-Owned Subsidiary.





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SECTION 1.2.Compliance Certificates and Opinions.

Upon any application or request by the
		Company to the Trustee to take any action under any provision of this
		Indenture, the Company and any other obligor upon the Notes shall furnish to
		the Trustee such certificates and opinions as may be required hereunder. Each
		such certificate or opinion shall be given in the form of an Officers
		Certificate, if to be given by an officer of the Company, or an Opinion of
		Counsel, if to be given by counsel, and shall comply with the requirements set
		forth in this Indenture.

Every certificate or opinion with respect to
		compliance with a condition or covenant provided for in this Indenture shall
		include:

(1) a statement that each individual signing
		such certificate or opinion has read such covenant or condition and the
		definitions herein relating thereto;

(2) a brief statement as to the nature and
		scope of the examination or investigation upon which the statements or opinions
		contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each
		such individual, he has made such examination or investigation as is necessary
		to enable him to express an informed opinion as to whether or not such covenant
		or condition has been complied with; and

(4) a statement as to whether, in the
		opinion of each such individual, such condition or covenant has been complied
		with.

SECTION 1.3.Form of Documents Delivered to
		Trustee.

In any case where several matters are
		required to be certified by, or covered by an opinion of, any specified Person,
		it is not necessary that all such matters be certified by, or covered by the
		opinion of, only one such Person, or that they be so certified or covered by
		only one document, but one such Person may certify or give an opinion with
		respect to some matters and one or more other such Persons as to other matters,
		and any such Person may certify or give an opinion as to such matters in one or
		several documents.

Any certificate or opinion of an officer of
		the Company may be based, insofar as it relates to legal matters, upon a
		certificate or opinion of, or representations by, counsel, unless such officer
		knows, or in the exercise of reasonable care should know, that the certificate
		or opinion or representations with respect to the matters upon which his
		certificate or opinion is based are erroneous. Any such certificate or Opinion
		of Counsel may be based, insofar as it relates to factual matters, upon a
		certificate or opinion of, or representations by, an officer or officers of the
		Company stating that the information with respect to such factual matters is in
		the possession of the Company, unless such counsel knows, or in the exercise of
		reasonable care should know, that the certificate or opinion or representations
		with respect to such matters are erroneous.

Where any Person is required to make, give
		or execute two or more applications, requests, consents, certificates,
		statements, opinions or other instruments under this Indenture, they may, but
		need not, be consolidated and form one instrument.





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SECTION 1.4.Acts of holders; Record Date.

(a) Any request, demand, authorization,
		direction, notice, consent, waiver or other action provided by this Indenture
		to be given or taken by holders may be embodied in and evidenced by one or more
		instruments of substantially similar tenor signed by such holders in person or
		by an agent or agents duly appointed in writing; and, except as herein
		otherwise expressly provided, such action shall become effective when such
		instrument or instruments are delivered to the Trustee and, where it is hereby
		expressly required, to the Company. Such instrument or instruments (and the
		action embodied therein and evidenced thereby) are herein sometimes referred to
		as the Act of the holders signing such instrument or instruments.
		Proof of execution of any such instrument or of a writing appointing any such
		agent shall be sufficient for any purpose of this Indenture and (subject to
		Section 6.1) conclusive in favor of the Trustee and the Company, if made in the
		manner provided in this Section.

(b) The fact and date of the execution by
		any Person of any such instrument or writing may be proved in any reasonable
		manner which the Trustee deems sufficient.

(c) The Company may fix any day as the
		record date for the purpose of determining the holders entitled to give or take
		any request, demand, authorization, direction, notice, consent, waiver or other
		action, or to vote on any action, authorized or permitted to be given or taken
		by holders. If not set by the Company prior to the first solicitation of a
		holder made by any Person in respect of any such action, or, in the case of any
		such vote, prior to such vote, the record date for any such action or vote
		shall be the 30th day (or, if later, the date of the most recent list of
		holders required to be provided pursuant to Section 7.1) prior to such first
		solicitation or vote, as the case may be. With regard to any record date, only
		the holders on such date (or their duly designated proxies) shall be entitled
		to give or take, or vote on, the relevant action.

(d) Any request, demand, authorization,
		direction, notice, consent, waiver or other Act of the holder of any Note shall
		bind every future holder of the same Note and the holder of every Note issued
		upon the registration of transfer thereof or in exchange therefor or in lieu
		thereof in respect of anything done, omitted or suffered to be done by the
		Trustee or the Company in reliance thereon, whether or not notation of such
		action is made upon such Note.

SECTION 1.5.Notices, Etc., to Trustee and
		Company.

Any request, demand, authorization,
		direction, notice, consent, waiver or Act of holders or other document provided
		or permitted by this Indenture to be made upon, given or furnished to, or filed
		with,

(1) the Trustee by any holder or by the
		Company shall be sufficient for every purpose hereunder (unless otherwise
		expressly provided herein) if made, given, furnished or filed in writing to or
		with, and/or mailed, first-class postage prepaid to, the Trustee at its
		Corporate Trust Office, Attention: Corporate Trust Department, or

(2) the Company by the Trustee or by any
		holder shall be sufficient for every purpose hereunder (unless otherwise herein
		expressly provided) if in writing and mailed, first-class postage prepaid, to
		the Company addressed to it at the address of its principal





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office specified in the first paragraph of
		this instrument or at any other address previously furnished in writing to the
		Trustee by the

Company.

SECTION 1.6.Notice to holders.

Notices to holders of the Notes will be
		validly given if mailed to them at their respective addresses in the register
		of holders of such Notes, maintained by the Registrar. In addition, so long as
		any of the Notes are listed on and the rules of such stock exchange so require,
		notices will be published in a leading newspaper having a general circulation
		in The Grand Duchy of Luxembourg (which is expected to be theLuxemburger Wort). In the case of Definitive Notes, all notices to
		holders of the Notes will be validly given if mailed to them at their
		respective addresses in the register of the holders of such Notes, if any,
		maintained by the Registrar. Each such notice shall be deemed to have been
		given on the date of such publication or, if published more than once on
		different dates, on the first date on which publication is made;providedthat, if notices are mailed, such notice shall be
		deemed to have been given on the later of such publication and the seventh day
		after being so mailed. For so long as any Notes are represented by Global
		Notes, all notices to holders of the Notes will be delivered to Euroclear and
		Clearstream. Any notice or communication mailed to a holder of the Notes shall
		be mailed to such Person by first-class mail or other equivalent means and
		shall be sufficiently given to him if so mailed within the time prescribed.
		Failure to mail a notice or communication to a holder of the Notes or any
		defect in it shall not affect its sufficiency with respect to other holders of
		the Notes. If a notice or communication is mailed in the manner provided above,
		it is duly given, whether or not the addressee receives it.

SECTION 1.7.Information.

For so long as the Notes are listed on the
		Luxembourg Stock Exchange and the rules of such exchange so require, copies of
		this Indenture will be made available in The Grand Duchy of Luxembourg through
		the offices of the Principal Paying Agent in Luxembourg.

SECTION 1.8.Effect of Headings and Table of
		Contents.

The Article and Section headings herein and
		the Table of Contents are for convenience only and shall not affect the
		construction hereof.

SECTION 1.9.Successors and Assigns.

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

SECTION 1.10.Separability Clause.

In case any provision in this Indenture or
		in the Notes shall be invalid, illegal or unenforceable, the validity, legality
		and enforceability of the remaining provisions shall not in any way be affected
		or impaired thereby.





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SECTION 1.11.Benefits of Indenture.

Nothing in this Indenture or in the Notes,
		express or implied, shall give to any Person, other than the parties hereto and
		their successors hereunder and the holders of Notes, any benefit or any legal
		or equitable right, remedy or claim under this Indenture.

SECTION 1.12.Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE
		GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
		NEW YORK.

SECTION 1.13.Legal Holidays.

In any case where any Interest Payment Date,
		Redemption Date or Stated Maturity of any Note shall not be a Business Day,
		then (notwithstanding any other provision of this Indenture or of the Notes)
		payment of interest or principal (and premium, if any) need not be made on such
		date, but may be made on the next succeeding Business Day with the same force
		and effect as if made on the Interest Payment Date or Redemption Date, or at
		the Stated Maturity,providedthat no
		interest shall accrue for the period from and after such Interest Payment Date
		or Redemption Date or Stated Maturity, as the case may be.

SECTION 1.14.Consent to Jurisdiction and Service of
		Process.

To the fullest extent permitted by
		applicable law, the Company irrevocably submits to the jurisdiction of any
		Federal or State court in the City, County and State of New York, United States
		of America, in any suit or proceeding based on or arising under the Notes or
		this Indenture (solely in connection with any such suit or proceeding), and
		irrevocably agrees that all claims in respect of such suit or proceeding may be
		determined in any such court. The Company irrevocably and fully waives the
		defense of an inconvenient forum to the maintenance of such suit or proceeding.
		The Company hereby irrevocably designates and appoints CT Corporation System,
		111 Eighth Avenue, New York, New York 10011, U.S.A. (CT), as the
		authorized agent of the Company upon whom process may be served in any such
		suit or proceeding, it being understood that the designation and appointment of
		CT Corporation System as such authorized agent shall become effective
		immediately without any further action on the part of the Company. The Company
		represents that it has notified CT of such designation and appointment and that
		CT has accepted the same in writing. The Company hereby irrevocably authorizes
		and directs CT to accept such service. The Company further agrees that service
		of process upon CT and written notice of said service to the Company mailed by
		prepaid registered first class mail or delivered to CT at its principal office,
		shall be deemed in every respect effective service of process upon the Company
		in any such suit or proceeding. Nothing herein shall affect the right of any
		party hereto to serve process in any other manner permitted by law. The Company
		further agrees to take any and all action, including the execution and filing
		of any and all such documents and instruments as may be necessary to continue
		such designation and appointment of CT in full force and effect so long as the
		Company has any outstanding obligations under the Notes or this Indenture. To
		the extent that the Company has or hereafter may acquire any immunity from
		jurisdiction of any court or from any legal process (whether through service of
		note, attachment prior to judgment, attachment in aid of execution, executor or
		otherwise) with respect to itself or its property, the Company hereby
		irrevocably waives such





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immunity in respect of its obligations under
		the Notes and this Indenture, to the fullest extent permitted by law.

SECTION 1.15.Conversion of Currency.

(a) The Company shall indemnify the holders
		against, and the holders shall have an additional legal claim for, any loss or
		damage which, consequent upon any judgment being obtained or endorsed in
		respect of the non-payment by the Company of any amount due under or pursuant
		to this Indenture arises from any variation in rates of exchange between euro
		and the currency in which judgment is obtained or enforced between the date
		such amount became due (or the date of the said judgment being obtained as the
		case may be) and the date of actual payment of such amount. The indemnity
		contained in this Section 1.15 shall apply irrespective of any indulgence
		granted to the Company from time to time and shall continue in full force and
		effect notwithstanding any payment by or on behalf of the Company, and any
		amount due from the Company under this Section 1.15 will be due as a separate
		payment and shall not be affected by any judgment being obtained for any other
		sums due under or in respect of this Indenture.

(b) The term rate(s) of exchange
		shall mean the relevant currency exchange rate in effect on the date any
		non-euro amount is incurred or made, as the case may be, calculated according
		to the noon buying rate in New York City for cable transfers as certified for
		customs purposes by the Federal Reserve Bank of New York.

SECTION 1.16.No Recourse Against
		Others.

A director, officer, employee or
		shareholder, as such, of the Company shall not have any liability for any
		obligations of the Company under the Notes or this Indenture or for any claim
		based on, in respect of or by reason of such obligations or their creation.
		Each holder by accepting any of the Notes waives and releases all such
		liability.

ARTICLE II

THE NOTES

SECTION 2.1.Form and Dating.

The Notes and the notation relating to the
		Trustees certificate of authentication thereof, shall be substantially in
		the form of Exhibits A or B, as applicable. The Notes may have notations,
		legends or endorsements required by law, stock exchange rules or usage. The
		Company and the Trustee shall approve the form of the Notes and any notation,
		legend or endorsement on them not inconsistent with the terms of this
		Indenture. Each Note shall be dated the date of its issuance and shall show the
		date of its authentication.

The terms and provisions contained in the
		Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby
		expressly made, a part of this Indenture and, to the extent applicable, the
		Company, the Trustee and the Principal Paying Agent, by their execution and
		delivery of this Indenture, expressly agree to such terms and provisions and to
		be bound thereby. The Notes will initially be represented by the Global
		Notes.





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As long as the Notes are in global form, the
		Principal Paying Agent (in lieu of the Trustee) shall be responsible
		for:

(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.


Each reference in this Indenture to the
		performance of duties set forth in clauses (i) and (ii) above by the Trustee
		includes performance of such duties by the Principal Paying Agent.

Notes offered and sold in their initial
		distribution in reliance on Regulation S shall be initially issued as one
		or more global notes, in registered global form without interest coupons,
		substantially in the form of Exhibit A hereto, with such applicable legends as
		are provided in Exhibit A hereto, except as otherwise permitted herein.
		Such Global Notes shall be referred to collectively herein as the
		International Global
		Notes. The aggregate principal
		amount of the International Global Notes may from time to time be increased or
		decreased by adjustments made on the records of the Trustee (following receipt
		by the Trustee of all information required hereunder), as hereinafter provided
		(or by the issue of a further International Global Note), in connection with a
		corresponding decrease or increase in the aggregate principal amount of the
		U.S. Global Note (as defined below) or in consequence of the issue of
		Definitive Notes or additional International Notes, as hereinafter provided.
		The International Global Note and all other Notes that are not U.S. Notes shall
		collectively be referred to herein as the International Notes.

Notes offered and sold in their initial
		distribution in reliance on Rule 144A shall be initially issued as one or
		more global notes in registered, global form without interest coupons,
		substantially in the form of Exhibit A hereto, with such applicable legends as
		are provided in Exhibit A, except as otherwise permitted herein. Such Global
		Notes shall be referred to collectively herein as the U.S. Global Notes. The aggregate principal amount of the U.S.
		Global Notes may from time to time be increased or decreased by adjustments
		made on the records of the Trustee (following receipt by the Trustee of all
		information required hereunder), as hereinafter provided (or by the issue of
		further U.S. Global Notes), in connection with a corresponding decrease or
		increase in the aggregate principal amount of the relevant International Global
		Notes or in consequence of the issue of Definitive Notes or additional U.S.
		Notes, as hereinafter provided. The U.S. Global Notes and all other Notes, if
		any, evidencing the debt, or any portion of the debt, initially evidenced by
		such U.S. Global Note, shall collectively be referred to herein as the
		U.S. Notes.

SECTION 2.2.Execution and Authentication.

One Officer shall sign the Notes for the
		Company by manual or facsimile signature.





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If an Officer whose signature is on a Note
		was an Officer at the time of such execution but no longer holds that office or
		position at the time the Trustee authenticates the Notes, the Notes shall be
		valid nevertheless. The Trustee shall be entitled to rely on such signature as
		authentic and shall be under no obligation to make any investigation in
		relation thereto.

A Note shall not be valid until an
		authorized signatory of the Trustee manually signs the certificate of
		authentication on the Note. The signature shall be conclusive evidence that the
		Note has been authenticated under this Indenture.

Except as otherwise provided herein, the
		aggregate principal amount of Notes that may be outstanding at any time under
		this Indenture is not limited in amount. The Trustee shall authenticate such
		Notes which shall consist of original issue on the Issue Date in an aggregate
		principal amount not to exceed 300,000,000 upon receipt by the Trustee of
		a Company Order in the form of an Officers Certificate. Such Company
		Order shall specify the aggregate principal amount of Notes to be
		authenticated, the series and type of Notes, the date on which the Notes are to
		be authenticated, the issue price and the date from which interest on such
		Notes shall accrue, whether the Notes are to be issued as Definitive Notes or
		Global Notes and whether or not the Notes shall bear the Private Placement
		Legend, or such other information as the Trustee may reasonably request. In
		addition, such Company Order shall include (a) a statement that the Persons
		signing the Company Order have (i) read and understood the provisions of this
		Indenture relevant to the statements in the Company Order and (ii) made such
		examination or investigation as is necessary to enable them to make such
		statements and (b) a brief statement as to the nature and scope of the
		examination or investigation on which the statements set forth in the Company
		Order are based. In authenticating the Notes and accepting the responsibilities
		under this Indenture in relation to the Notes, the Trustee shall be entitled to
		receive, and shall be fully protected in relying upon, an Opinion of Counsel in
		a form reasonably satisfactory to the Trustee stating that the form and terms
		thereof have been established in conformity with the provisions of this
		Indenture, do not give rise to a Default and that the issuance of such Notes
		has been duly authorized by the Company. Upon receipt of a Company Order, the
		Trustee shall authenticate Notes in substitution of Notes originally issued to
		reflect any name change of the Company.

The Trustee may appoint an authenticating
		agent (Authenticating
		Agent) reasonably acceptable to
		the Company to authenticate Notes. Unless otherwise provided in the
		appointment, an Authenticating Agent may authenticate Notes whenever the
		Trustee may do so. Each reference in this Indenture to authentication by the
		Trustee includes authentication by such Authenticating Agent. An Authenticating
		Agent has the same rights as an Agent to deal with the Company and Affiliates
		of the Company.

The Notes shall be issuable only in
		denominations of 50,000 and any integral multiple of 1,000 in
		excess thereof.

SECTION 2.3.Registrar and Principal Paying Agent.

(a) The Company shall maintain an office or
		agency in the Grand Duchy of Luxembourg, where Global Notes may be presented
		for registration of transfer or for exchange (Registrar). The Company shall maintain an office or agency
		in London, England, where (i)





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Global Notes may be presented or surrendered
		for payment (Principal Paying
		Agent) and (ii) notices and
		demands in respect of such Global Notes and this Indenture may be served. In
		the event that Definitive Notes are issued, (x) Definitive Notes may be
		presented or surrendered for registration of transfer or for exchange,
		(y) Definitive Notes may be presented or surrendered for payment and
		(z) notices and demands in respect of the Definitive Notes and this
		Indenture may be served at an office of the Registrar or the Principal Paying
		Agent, as applicable, in London, England. The Registrar shall keep a register
		of the Notes and of their transfer and exchange. The Company, upon notice to
		the Trustee, may have one or more co-Registrars and one or more additional
		Principal Paying Agents reasonably acceptable to the Trustee. The term
		Registrar includes any co-Registrar, and the term
		Principal Paying
		Agent includes any additional
		Principal Paying Agent. The Company or any of its Subsidiaries may act as
		Principal Paying Agent or Registrar for the Notes, provided that, for so long
		as the Notes are listed on the Luxembourg Stock Exchange and the rules of such
		stock exchange so require, the Company will appoint a person in The Grand Duchy
		of Luxembourg who is reasonably acceptable to the Trustee as an additional
		Principal Paying Agent for the Notes. The Company initially appoints Deutsche
		Bank AG, London Branch as Transfer Agent and Principal Paying Agent. In
		addition, the Company appoints Deutsche Bank Luxembourg S.A. as Registrar,
		Principal Paying Agent, and Transfer Agent provided that, if the Notes are
		listed on the Luxembourg Stock Exchange and the rules of such stock exchange so
		require, the Company will continue to maintain a Principal Paying Agent in The
		Grand Duchy of Luxembourg who is reasonably acceptable to the Trustee. In the
		event that a Principal Paying Agent or Transfer Agent is replaced, the Company
		will provide notice thereof, published, if and so long as the Notes are listed
		on the Luxembourg Stock Exchange and the rules of such stock exchange so
		require, in a daily newspaper with general circulation in The Grand Duchy of
		Luxembourg (which is expected to be theLuxemburger Wort) and, in the case of Definitive Notes, in addition to
		such publication, mailed by first-class mail to each holders registered
		address, as it appears on the register of the Notes held by the Registrar, with
		a copy to the Trustee. The Company may change any Registrar or Principal Paying
		Agent without prior notice to the holders of the Notes as long as a Luxembourg
		Principal Paying Agent is kept so long as the Notes are listed on the
		Luxembourg Stock Exchange and the rules of such stock exchange so require.
		Payment of principal will be made upon the surrender of Definitive Notes at the
		office of any Principal Paying Agent, including, if any, the Principal Paying
		Agent in The Grand Duchy of Luxembourg. In the case of a transfer of a
		Definitive Note in part, upon surrender of the Definitive Note to be
		transferred, a Definitive Note shall be issued to the transferee in respect of
		the principal amount transferred and a Definitive Note shall be issued to the
		transferor in respect of the balance of the principal amount of the transferred
		Definitive Note at the office of any Transfer Agent, including, if any, the
		Transfer Agent in The Grand Duchy of Luxembourg.

Deutsche Bank AG, London Branch will
		initially act as Principal Paying Agent for the Notes. The Company will also
		undertake, to the extent possible, to maintain a Principal Paying Agent in a
		European Union member state that will not be obliged to withhold or deduct tax
		pursuant to the European Union Directive 2003/48/EC regarding the taxation of
		savings income (the Directive). The Company may change the
		Principal Paying Agent or Registrar for the Notes without prior notice to the
		holders of the Notes, and the Company, or any of its subsidiaries, may act as
		Principal Paying Agent or Registrar for the Notes. In the event that a
		Principal Paying Agent or the Registrar is replaced, the Company will provide
		notice thereof in accordance with the procedures described above under Section
		1.6.





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Claims against the Company for payment of
		principal, interest and Additional Amounts, if any, on the Notes will become
		void unless presentment for payment is made (where so required herein) within,
		in the case of principal and Additional Amounts, if any, a period of ten years
		or, in the case of interest, a period of five years, in each case from the
		applicable original date of payment therefor.

The obligations of the Agents are several
		and not joint.

SECTION 2.4. Principal Paying Agent to Hold Assets
		in Trust.

The Company shall require each Principal
		Paying Agent other than the Trustee and Deutsche Bank AG, London Branch to
		agree in writing that each Principal Paying Agent shall hold in trust for the
		benefit of holders of the Notes or the Trustee all assets held by the Principal
		Paying Agent for the payment of principal, of premium, if any, or interest on,
		the Notes, and shall notify the Trustee of any Default by the Company in making
		any such payment. The Company at any time may require a Principal Paying Agent
		to distribute all assets held by it to the Trustee and account for any assets
		disbursed and the Trustee may at any time during the continuance of any payment
		Default, upon written request to a Principal Paying Agent, require such
		Principal Paying Agent to distribute all assets held by it to the Trustee and
		to account for any assets distributed. Upon distribution to the Trustee of all
		assets that shall have been delivered by the Company to the Principal Paying
		Agent pursuant to this Section 2.4, the Principal Paying Agent shall have no
		further liability for such assets. If the Company or any of its Subsidiaries
		acts as Principal Paying Agent, it shall segregate the assets held by it as
		Principal Paying Agent and hold it as a separate trust fund.

SECTION 2.5.List of Holders of Notes.

In the event that Definitive Notes are
		issued, the Registrar shall preserve, in as current a form as is reasonably
		practicable, the most recent list available to it of the names and addresses of
		holders of the Notes, together with the principal amount of Notes held by each
		such holder of the Notes and the aggregate principal amount of debt obligations
		outstanding. If the Trustee is not the Registrar, the Company shall furnish to
		the Trustee at least two Business Days before each Regular Record Date and at
		such other times as the Trustee may request in writing, a list as of such date,
		and in such form as the Trustee may reasonably require of the names and
		addresses of holders of the Notes, which list may be conclusively relied upon
		by the Trustee.

SECTION 2.6.Book-Entry Provisions for Global Notes.

(a) The Global Notes initially shall (i) be
		deposited with and registered in the name of a nominee for the Common
		Depositary of the Clearing Agency and (ii) bear legends as set forth in Section
		2.7(f) hereof.

Notwithstanding any other provisions of this
		Indenture, a Global Note may not be transferred as a whole except by a nominee
		for the Common Depositary to a successor nominee for the Common Depositary.
		Interests of beneficial owners in the Global Notes may be transferred or
		exchanged for Definitive Notes in accordance with the rules and procedures of
		the Clearing Agency and the provisions of Section 2.7 of this Indenture. All
		Global Notes shall be exchanged by the Company (with authentication by the
		Trustee) for one or more Definitive





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Notes if (a) any Clearing Agency
		(i) has notified the Company that it is unwilling or unable to continue as
		a clearing agency and (ii) a successor to the Clearing Agency is not
		appointed by the Company within 90 days of such notification, (b) any Clearing
		Agency so requests following an Event of Default hereunder and which Event of
		Default is continuing or (c) in whole (but not in part) at any time if the
		Company in its sole discretion so determines and notifies the Trustee in
		writing that it elects to issue Definitive Notes. If an Event of Default occurs
		and is continuing, the Company shall, at the written request delivered through
		a Clearing Agency of the holders of Notes thereof or of the holder of an
		interest therein, exchange all or part of a Global Note for one or more
		Definitive Notes (with authentication by the Trustee);provided,however, that the principal amount at
		maturity of such Definitive Notes and such Global Note after such exchange
		shall be 50,000 and any integral multiple of 1,000 in excess
		thereof. Whenever all of a Global Note is exchanged for one or more Definitive
		Notes, it shall be surrendered by the holder thereof to the Trustee for
		cancellation. Whenever a part of a Global Note is exchanged for one or more
		Definitive Notes, the Global Note shall be surrendered by the holder thereof to
		the Trustee, who shall cause an adjustment to be made to Schedule A of
		such Global Note such that the principal amount of such Global Note will be
		equal to the portion of such Global Note not exchanged, and shall thereafter
		return such Global Note to such holder. A Global Note may not be exchanged for
		a Definitive Note other than as provided in this Section 2.6.

In connection with the transfer of Global
		Notes as an entirety to beneficial owners pursuant to this Section 2.6, the
		Global Notes shall be deemed to be surrendered to the Trustee for cancellation,
		and the Company shall execute, and the Trustee shall, upon receipt of a Company
		Order in the form of an Officers Certificate, authenticate and make
		available for delivery, to each beneficial owner in exchange for its beneficial
		interest in the Global Notes, an equal aggregate principal amount of Definitive
		Notes of authorized denominations.

Any Definitive Note delivered in exchange
		for an interest in a Global Note pursuant to this Section 2.6 shall, except as
		otherwise provided by Section 2.7, bear the Private Placement Legend.

SECTION 2.7. Registration of Transfer and
		Exchange.

(a) Notwithstanding any provision to the
		contrary herein, so long as a Note remains outstanding, transfers and exchange
		of beneficial interests in Global Notes or transfers and exchange of Definitive
		Notes, in whole or in part, shall be made only in accordance with this Section
		2.7.

(b) If a holder of a beneficial interest in
		a U.S. Global Note wishes at any time to exchange its interest in such U.S.
		Global Note for an interest in the International Global Note of the same
		series, or to transfer its interest in such U.S. Global Note to a Person who
		wishes to take delivery thereof in the form of an interest in such
		International Global Note, such holder may, subject to the rules and procedures
		of the Clearing Agency, to the extent applicable, and to the requirements set
		forth in this Subsection (b), exchange or cause the exchange or transfer or
		cause the transfer of such interest for an equivalent beneficial interest in
		such International Global Note. Such exchange or transfer shall only be made
		upon receipt by any Transfer Agent of (1) written instructions given in
		accordance with the procedures of the Clearing Agency, to the extent
		applicable, from or on behalf of a holder of a beneficial interest in the U.S.
		Global Note,





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directing the Trustee to credit or cause to
		be credited a beneficial interest in the International Global Note of the same
		series in an amount equal to the beneficial interest in the U.S. Global Note to
		be exchanged or transferred, (2) a written order given in accordance with the
		procedures of the Clearing Agency, to the extent applicable, containing
		information regarding the account to be credited with such increase and the
		name of such account, and (3) a certificate in the form of Exhibit C given by
		the holder of such beneficial interest stating that the exchange or transfer of
		such interest has been made pursuant to and in accordance with Rule 903 or Rule
		904 of Regulation S or Rule 144 under the U.S. Securities Act. Upon such
		receipt, the Transfer Agent shall promptly deliver appropriate instructions to
		the Clearing Agency to reduce or reflect a reduction of the relevant U.S.
		Global Note by the aggregate principal amount of the beneficial interest in
		such U.S. Global Note to be so exchanged or transferred from the relevant
		participant, and the Transfer Agent shall promptly deliver appropriate
		instructions to the Clearing Agency concurrently with such reduction to
		increase or reflect on its records an increase of the principal amount of such
		International Global Note by the aggregate principal amount of the beneficial
		interest in such U.S. Global Note to be so exchanged or transferred, and to
		credit or cause to be credited to the account of the Person specified in such
		instructions a beneficial interest in such International Global Note equal to
		the reduction in the principal amount of such U.S. Global Note.

(c) If a holder of a beneficial interest in
		an International Global Note wishes at any time to exchange its interest in
		such International Global Note for an interest in the U.S. Global Note, or to
		transfer its interest in such International Global Note of the same series to a
		Person who wishes to take delivery thereof in the form of an interest in such
		U.S. Global Note, such holder may, subject to the rules and procedures of the
		Clearing Agency, to the extent applicable, and to the requirements set forth in
		this Subsection (c), exchange or cause the exchange or transfer or cause the
		transfer of such interest for an equivalent beneficial interest in such U.S.
		Global Note. Such exchange or transfer shall only be made upon receipt by a
		Transfer Agent of (l) written instructions given in accordance with the
		procedures of the Clearing Agency, to the extent applicable, from or on behalf
		of a beneficial owner of an interest in the International Global Note directing
		the Transfer Agent to credit or cause to be credited a beneficial interest in
		the U.S. Global Note of the same series in an amount equal to the beneficial
		interest in the International Global Note to be exchanged or transferred, and
		(2) a written order given in accordance with the procedures of the Clearing
		Agency, to the extent applicable, containing information regarding the account
		to be credited with such increase and the name of such account. Upon such
		receipt, the Trustee shall promptly deliver appropriate instructions to the
		Clearing Agency to reduce or reflect a reduction of the relevant International
		Global Note by the aggregate principal amount of the beneficial interest in
		such International Global Note to be exchanged or transferred, and the Trustee
		shall promptly deliver appropriate instructions to the Clearing Agency
		concurrently with such reduction, to increase or reflect an increase of the
		principal amount of such U.S. Global Note by the aggregate principal amount of
		the beneficial interest in such International Global Note to be so exchanged or
		transferred, and credit or cause to be credited to the account of the Person
		specified in such instructions a beneficial interest in such U.S. Global Note
		equal to the reduction in the principal amount of such International Global
		Note.

(d) Any beneficial interest in one of the
		Global Notes that is transferred to a Person who takes delivery in the form of
		an interest in one of the other Global Notes will, upon





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transfer, cease to be an interest in such
		Global Note and become an interest in one of the other Global Notes and,
		accordingly, will thereafter be subject to all transfer restrictions and other
		procedures applicable to beneficial interests in such other Global Note for as
		long as it remains such an interest.

(e) In the event that a Global Note is
		exchanged for Definitive Notes in registered form without interest coupons,
		pursuant to Section 2.6, or a Definitive Note in registered form without
		interest coupons is exchanged for another such Definitive Note in registered
		form without interest coupons, or a Definitive Note is exchanged for a
		beneficial interest in a Global Note, such Notes may be exchanged or
		transferred for one another only in accordance with such procedures as are
		substantially consistent with the provisions of Sections 2.7(b) and (c) above
		and as may be from time to time adopted by the Company and the Trustee.

(f) Each U.S. Note issued under this
		Indenture shall, upon issuance, bear the legend set forth herein and such
		legend shall not be removed from such Note except as provided in the next
		sentence. The legend required for one of the U.S. Notes may be removed from
		such U.S. Note if there is delivered to the Company and the Trustee such
		satisfactory evidence, which may include an opinion of independent counsel
		licensed to practice law in the State of New York, as may be reasonably
		required by the Company and the Trustee, that neither such legend nor the
		restrictions on transfer set forth therein are required to ensure that
		transfers of such Note will not violate the registration requirements of the
		U.S. Securities Act, and the Company and the Trustee consent to such removal.
		Upon provision of such satisfactory evidence, the Trustee, at the written
		direction of the Company, shall authenticate and deliver in exchange for such
		Note, another Note or Notes having an equal aggregate principal amount that
		does not bear such legend. If such a legend required for one of the U.S. Notes
		has been removed from such U.S. Note as provided above, no other Note issued in
		exchange for all or any part of such Note shall bear such legend, unless the
		Company has reasonable cause to believe that such other Note is a
		restricted security within the meaning of Rule 144 and
		instructs the Trustee to cause a legend to appear thereon.

The U.S. Notes shall bear the following
		legend (the Private Placement
		Legend) on the face
		thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER
		THE SECURITIES OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE
		SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR
		ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
		TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
		SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
		SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
		HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
		WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
		SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION
		DATE) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
		AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE
		OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY





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(A) TO THE ISSUER, (B) PURSUANT TO A
		REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
		ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
		144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
		QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE
		SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
		QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
		BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
		OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES
		ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING
		OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
		INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
		FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
		MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF 250,000, FOR INVESTMENT
		PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
		DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
		AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
		SUBJECT TO THE ISSUERS AND THE TRUSTEES RIGHT PRIOR TO ANY SUCH
		OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
		DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
		SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
		THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

(g) By its acceptance of any Note, each
		holder of a Note acknowledges the restrictions on transfer of such Note set
		forth in this Indenture and agrees that it will transfer such Note only as
		provided in this Indenture. By its acceptance of any Note bearing the Private
		Placement Legend, each holder of such a Note further acknowledges the
		restrictions on transfer of such Note set forth in the Private Placement Legend
		and agrees that it will transfer such Note only in compliance with the
		restrictions set forth therein.

Neither the Trustee nor the Principal Paying
		Agent, any Principal Paying Agent, Transfer Agent or Registrar shall have any
		obligation or duty to, and shall not be liable for any failure to, monitor,
		determine or inquire as to compliance with any restrictions on transfer imposed
		under this Indenture or under applicable law with respect to any transfer of
		any interest in any Note (including any transfers between or among members of,
		or participants in, a Clearing Agency (Agent Members) or beneficial
		owners of interests in any Global Note) other than to require delivery of such
		certificates and other documentation or evidence as are expressly required by,
		and to do so if and when expressly required by the terms of, this Indenture,
		and to examine the same to determine substantial compliance as to form with the
		express requirements hereof.

The Trustee shall retain copies of all
		letters, notices and other written communications received pursuant to Section
		2.6 or this Section 2.7. The Company shall have





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the right to inspect and make copies of all
		such letters, notices or other written communications at any reasonable time
		upon the giving of reasonable written notice to the Trustee.

(h) Definitive Notes shall be transferable
		only upon the surrender of a Definitive Note for registration of transfer. When
		a Definitive Note is presented to the Registrar or a co-Registrar with a
		request to register a transfer, the Registrar shall register the transfer as
		requested if its requirements for such transfers are met. When Definitive Notes
		are presented to the Registrar or a co-Registrar with a request to exchange
		them for an equal principal amount of Definitive Notes of other denominations,
		the Registrar shall make the exchange as requested if the same requirements are
		met. When a Definitive Note is presented to the Registrar with a request to
		transfer in part, the transferor shall be entitled to receive without charge a
		Definitive Note representing the balance of such Definitive Note not
		transferred. To permit registration of transfers and exchanges, the Company
		shall execute and the Trustee shall authenticate Definitive Notes at the
		Registrars or co-Registrars request.

(i) The Company shall not be required to
		make, and the Registrar need not register transfers or exchanges of, Definitive
		Notes (i) for a period of 15 calendar days prior to any date fixed for the
		redemption of the Notes, (ii) for a period of 15 calendar days immediately
		prior to the date fixed for selection of Notes to be redeemed in part, (iii)
		for a payment period of 15 calendar days prior to any Record Date, or (iv) that
		the relevant holder of such a Note has tendered (and not withdrawn) for
		repurchase in connection with an Offer to Purchase.

(j) Prior to the due presentation for
		registration of transfer of any Definitive Note, the Company, the Trustee, any
		Principal Paying Agent or any Transfer Agent, the Registrar or any co-Registrar
		may deem and treat the Person in whose name a Definitive Note is registered as
		the absolute owner of such Definitive Note for the purpose of receiving payment
		of principal, interest or Additional Amounts, if any, on such Definitive Note
		and for all other purposes whatsoever, whether or not such Definitive Note is
		overdue, and none of the Company, the Trustee, any Principal Paying Agent or
		any Transfer Agent, the Registrar or any co-Registrar shall be affected by
		notice to the contrary.

(k) For so long as the Notes are listed on
		the Luxembourg Stock Exchange and the rules of such stock exchange so require,
		holders of Notes will be able to transfer Notes at an office of the specified
		Transfer Agent in Luxembourg in accordance with the terms of this
		Indenture.

SECTION 2.8.Replacement Notes.

If a mutilated Definitive Note is
		surrendered to the Registrar, if a mutilated Global Note is surrendered to the
		Company or if the holder of a Note claims that such Note has been lost,
		destroyed or wrongfully taken, the Company shall issue and the Trustee shall
		authenticate a replacement Note in such form as the Note being replaced if the
		requirements of the Trustee, the Registrar and the Company are met. If required
		by the Trustee, the Registrar or the Company, such holder must provide an
		indemnity bond or other indemnity, sufficient in the judgment of the Company,
		the Registrar and the Trustee, to protect the Company, the Trustee and the
		Registrar and any Agent from any loss which any of them may suffer when such
		Note is replaced. The Company may charge such holder of the Notes for its
		reasonable, out-of-pocket expenses in





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replacing a Note, including reasonable fees
		and expenses of counsel. Every replacement Note is an additional obligation of
		the Company. If any mutilated, lost, destroyed or wrongfully taken Note has
		become or is about to become due and payable the Company may, in its
		discretion, instead of issuing a replacement Note, pay such Note. The
		provisions of this Section 2.8 are exclusive and shall preclude (to the extent
		lawful) all other rights and remedies with respect to the replacement of
		mutilated, destroyed, lost or wrongfully taken Notes.

SECTION 2.9.Outstanding Notes.

Notes outstanding at any time are all the
		Notes that have been authenticated by the Trustee except those canceled by it,
		those delivered to it for cancellation, those reductions in the Global Note
		effected in accordance with the provisions hereof and those described in this
		Section as not outstanding. Subject to Section 2.10, a Note does not cease
		to be outstanding because the Company or any of its Affiliates holds the
		Note.

If a Note is replaced pursuant to
		Section 2.8 (other than a mutilated Note surrendered for replacement), it
		ceases to be outstanding unless the Trustee receives proof satisfactory to it,
		and upon which it shall be entitled to rely without liability, that the
		replaced Note is held by abona
		fidepurchaser. A mutilated Note ceases
		to be outstanding upon surrender of such Note and replacement thereof pursuant
		to Section 2.8.

If the principal amount of any Note is
		considered paid under Section 10.1 hereof, it ceases to be outstanding and
		interest and Additional Amounts, if any, on it cease to accrue.

If on a Redemption Date or the Maturity Date
		the Principal Paying Agent holds cash in euro sufficient to pay all of the
		principal, interest and Additional Amounts, if any, due on the Notes payable on
		that date, then on and after that date such Notes cease to be outstanding and
		interest and Additional Amounts, if any, on such Notes cease to accrue.

SECTION 2.10.Treasury Notes.

In determining whether the holders of the
		required principal amount of Notes have concurred in any direction, waiver or
		consent, Notes owned by the Company or its Subsidiaries shall be disregarded,
		except that, for the purposes of determining whether the Trustee shall be
		protected in relying on any such direction, waiver or consent, only Notes that
		a Trust Officer actually knows are so owned shall be disregarded.

The Company shall notify the Trustee, in
		writing, when it or any of its Subsidiaries repurchases or otherwise acquires
		Notes of the aggregate principal amount of such Notes so repurchased or
		otherwise acquired. The Trustee may require an Officers Certificate,
		which shall be promptly provided, listing Notes owned by the Company or any of
		its Subsidiaries.

SECTION 2.11.Temporary Notes

In the event that Definitive Notes become
		issuable under the Indenture, until permanent Definitive Notes are ready for
		delivery, the Company may prepare and the Trustee shall authenticate temporary
		Definitive Notes upon receipt of a Company Order pursuant to





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Section 2.2. The Company Order shall specify
		the amount of temporary Definitive Notes to be authenticated and the date on
		which the temporary Definitive Notes are to be authenticated. Temporary
		Definitive Notes shall be substantially in the form of permanent Definitive
		Notes but may have variations that the Company considers appropriate for
		temporary Definitive Notes. Without unreasonable delay, the Company shall
		prepare and the Trustee shall authenticate, upon receipt of a Company Order
		pursuant to Section 2.2, permanent Definitive Notes in exchange for
		temporary Definitive Notes.

SECTION 2.12.Cancellation

The Company at any time may deliver Notes to
		the Registrar for cancellation. The Trustee and the Principal Paying Agent
		shall promptly forward to the Trustee any Notes surrendered to them for
		transfer, exchange or payment. The Registrar, or at the direction of the
		Registrar, the Principal Paying Agent, and no one else, shall cancel and, at
		the written direction of the Company, shall dispose of all Notes surrendered
		for transfer, exchange, payment or cancellation. Upon completion of any
		disposal, the Registrar shall (at the Companys expense) deliver a
		certificate of such disposal to the Company, unless the Company directs the
		Registrar in writing to deliver (at the Companys expense) the cancelled
		Notes to the Company. Subject to Section 2.7, the Company may not issue
		new Notes to replace Notes that it has paid or delivered to the Registrar for
		cancellation. If the Company shall acquire any of the Notes, such acquisition
		shall not operate as a redemption or satisfaction of the Indebtedness
		represented by such Notes unless and until the same are surrendered to the
		Registrar for cancellation pursuant to this Section 2.12.

SECTION 2.13.Defaulted Interest.

If the Company defaults in a payment of
		interest on the Notes, it shall pay the defaulted interest, plus (to the extent
		lawful) any interest payable on the defaulted interest at the rate of interest
		borne by the Notes, to the holder of such Note thereof on a subsequent special
		record date, which date shall be the fifteenth day next preceding the date
		fixed by the Company for the payment of defaulted interest. The Company shall
		notify the Trustee and the Principal Paying Agent in writing of the amount of
		defaulted interest proposed to be paid on each Note and the date of the
		proposed payment (a Default
		Interest Payment Date), and at
		the same time the Company shall deposit with the Trustee or the Principal
		Paying Agent an amount of money equal to the aggregate amount proposed to be
		paid in respect of such defaulted interest or shall make arrangements
		satisfactory to the Trustee or the Principal Paying Agent for such deposit
		prior to the date of the proposed payment, such money when deposited to be held
		in trust for the benefit of the Persons entitled to such defaulted interest as
		in this Section 2.13;provided,however, that in no event shall the
		Company deposit monies proposed to be paid in respect of defaulted interest
		later than 12:00 p.m. London time on the Business Day prior to the proposed
		Default Interest Payment Date with respect to defaulted interest to be paid on
		the Note. At least 15 days before the subsequent special record date, the
		Company shall mail to each holder of the Notes at its registered address, with
		a copy to the Trustee and the Principal Paying Agent, a notice that states the
		subsequent special record date, the payment date and the amount of defaulted
		interest, and interest payable on such defaulted interest, if any, to be
		paid.



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SECTION 2.14.ISIN and Common Codes.

The Company in issuing the Notes may use an
		ISIN or Common Code number, and if so, the Trustee shall use the ISIN
		and Common Codes in notices of redemption or exchange as a convenience to
		holders of the Notes;provided,however,that any such
		notice may state that no representation is made by the Trustee as to the
		correctness or accuracy of the ISIN and Common Codes printed in the notice or
		on the Notes, and that reliance may be placed only on the other identification
		numbers printed on the Notes. The Company shall promptly notify the Trustee of
		any change in any ISIN or Common Codes.

SECTION 2.15.Deposit of Moneys.

Prior to 12:00 p.m. London time on each
		Interest Payment Date and the Maturity Date, the Company shall have deposited
		with the Trustee or its designated Principal Paying Agent (which shall be the
		Principal Paying Agent unless otherwise notified to the Company by the Trustee)
		in immediately available funds money sufficient to make cash payments, if any,
		due on such interest payment date or Maturity Date, as the case may be, on all
		Notes then outstanding. Such payments shall be made by the Company in a timely
		manner which permits the Principal Paying Agent to remit payment to the holders
		of the Notes on such interest payment date or Maturity Date, as the case may
		be. The Company shall, prior to 12:00 p.m. London time on the Business Day
		prior to the date on which the Principal Paying Agent receives payment, procure
		that the bank effecting payment confirms by SWIFT MT100 message to the
		Principal Paying Agent that an irrevocable payment instruction has been
		given.

SECTION 2.16.Certain Matters Relating to Global Notes

Agent Members shall have no rights under
		this Indenture or any of the Global Notes with respect to any Global Note held
		on their behalf by the Clearing Agency, the Common Depositary or its nominee,
		and the Clearing Agency, the Common Depositary or its nominee may be treated by
		the Company, the Trustee and any agent of the Company, or the Trustee as the
		absolute owner of the Global Note for all purposes whatsoever. Notwithstanding
		the foregoing, nothing herein shall prevent the Company, the Trustee or any
		agent of the Company or the Trustee from giving effect to any written
		certification, proxy or other authorization furnished by the Clearing Agency or
		its nominee or impair, as between the Clearing Agency and its Agent Members,
		the operation of customary practices governing the exercise of the rights of a
		holder of any Note.

The holder of interest in any Global Note
		may grant proxies and otherwise authorize any Person, including Euroclear and
		Clearstream and their Agent Members and Persons that may hold interests through
		Agent Members, to take any action which a holder of such interest in a Global
		Note is entitled to take under this Indenture or the Notes.

ARTICLE III

REDEMPTION OF NOTES

SECTION 3.1.Right of Redemption; Optional Tax
		Redemption.

(a) The Notes may be redeemed, in whole or
		in part, at any time at the option of the Company upon not less than 30 nor
		more than 60 days prior notice, at a Redemption Price equal to 100% of
		the principal amount of the Notes redeemed plus the Applicable Premium and





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accrued and unpaid interest, if any, to, but
		not including, the applicable Redemption Date (subject to the right of holders
		of record on the relevant record date to receive interest due on the relevant
		interest payment date).

For purposes of this make-whole redemption,
		Applicable Premium means, with respect to any Note on the
		applicable Redemption Date, the greater of:

(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 February 1, 2017 (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.


For purposes of this make-whole redemption,
		Bund Rate means the yield-to-maturity at the time of computation of
		direct obligations of the Federal Republic of Germany(BundorBundesanleihen) with a constant maturity (as officially complied and
		published in the most recent financial statistics that have become publicly
		available at least two Business Days (but not more than five Business Days)
		prior to the Redemption Date (or, if such financial statistics are not so
		published or available, any publicly available source of similar market data
		selected by the Company in good faith) most nearly equal to the period from the
		Redemption Date to February 1, 2017;provided,however, that if the period from the Redemption Date to
		February 1, 2017 is not equal to the constant maturity of a direct obligation
		of the Federal Republic of Germany for which a weekly average yield is given,
		the Bund Rate shall be obtained by linear interpolation (calculated to the
		nearest one-twelfth of a year) from the weekly average yields of direct
		obligations of the Federal Republic of Germany for which such yields are given,
		except that if the period from such Redemption Date to February 1, 2017 is less
		than one year, the weekly average yield on actually traded direct obligations
		of the Federal Republic of Germany adjusted to a constant maturity of one year
		shall be used.

The Company will also pay, or make available
		for payment, to holders on the Redemption Date any Additional Amounts (as
		described under Section 10.1) resulting from the payment of such Redemption
		Price.

(b) The Notes may be redeemed at the option
		of the Company, in whole but not in part, upon not less than 30 nor more than
		60 days notice given as provided in this Indenture, at any time at a
		Redemption Price equal to the principal amount thereof plus accrued interest to
		the date fixed for redemption if, as a result of any change in or amendment to
		the laws or any regulations or ruling promulgated thereunder of the
		jurisdiction (or of any political subdivision or taxing authority thereof or
		therein) in which the Company is resident for tax purposes or any change in the
		official application or interpretation of such laws, regulations or rulings, or
		any change in the official application or interpretation of, or any execution
		of or amendment to, any treaty or treaties affecting taxation to which such
		jurisdiction (or such political subdivision or tax





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authority) is a party (a Change in Tax
		Law), which becomes effective on or after the date of this Indenture, the
		Company is or would be required on the next succeeding Interest Payment Date to
		pay additional amounts with respect to the Notes as described under Section
		10.1 and the payment of such additional amounts cannot be avoided by the use of
		any reasonable measures available to the Company.

The Notes may also be redeemed at the option
		of the Company, in whole but not in part, upon not less than 30 nor more than
		60 days notice given as provided in this Indenture at any time at a
		Redemption Price equal to the principal amount thereof plus accrued interest to
		the date fixed for redemption if the Person formed by a consolidation or
		amalgamation of the Company or into which the Company is merged or to which the
		Company conveys, transfers or leases its properties and assets substantially as
		an entirety, or that succeeds to all of the Companys rights and
		obligations under the Notes and this Indenture pursuant to any scheme of
		arrangement or other transaction, is required, as a consequence of such
		consolidation, amalgamation, merger, conveyance, transfer, lease scheme of
		arrangement or other transaction or as a consequence of a Change in Tax Law
		occurring after the date of such consolidation, amalgamation, merger,
		conveyance, transfer, lease, scheme of arrangement or other transaction, is or
		would be required on the next succeeding Interest Payment Date to pay
		additional amounts (as described under Section 10.1) in respect of any tax,
		assessment or governmental charge imposed on any holder.

(c) The Company will also pay, or make
		available for payment, to holders on the Redemption Date any Additional Amounts
		(as described under Section 10.1) resulting from the payment of such Redemption
		Price.

SECTION 3.2.Applicability of Article.

Redemption of Notes at the election of the
		Company, as permitted by any provision of this Indenture, shall be made in
		accordance with such provision and this Article.

SECTION 3.3.Election to Redeem; Notice to Trustee.

The election of the Company to redeem any
		Notes pursuant to Section 3.1 shall be evidenced by a Board Resolution. In case
		of any redemption at the election of the Company of less than all the Notes,
		the Company shall, at least 60 days prior to the Redemption Date fixed by the
		Company (unless a shorter notice shall be satisfactory to the Trustee), notify
		the Trustee of such Redemption Date and of the principal amount of Notes to be
		redeemed.

SECTION 3.4.Selection by Trustee of Notes to Be
		Redeemed.

If fewer than all of the Notes are to be
		redeemed at any time, selection of such Notes for redemption will be made by
		the Trustee in compliance with the requirements of the principal securities
		exchange, if any, on which such Notes are listed, or if the Notes are not so
		listed or such exchange prescribes no method of selection, on a pro rata basis,
		by lot or by such other method as the Trustee in its sole discretion shall deem
		fair and appropriate (and in such manner as complies with applicable legal and
		exchange requirements); provided, however, that no Note of 50,000 in
		aggregate principal amount or less shall be redeemed in part. In the event of
		partial redemption by lot, the particular Notes to be redeemed shall be
		selected, unless





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otherwise provided herein, not less than 15
		nor more than 60 days prior to the Redemption Date by the Trustee from the
		outstanding Notes not previously called for redemption. The Trustee assumes no
		liability in relation to selections made by it pursuant to this Section
		3.4.

SECTION 3.5.Notice of Redemption.

Other than as provided in the paragraph
		below, at least 30 days but not more than 60 days before a Redemption Date so
		long as the Notes are in global form, the Company (a) shall notify the Trustee,
		the Registrar and the Principal Paying Agent and (b) publish a notice of
		redemption in accordance with the provisions of Article 1.6 hereof, or in the
		case of Definitive Notes, in addition to such publication, mail such notice to
		each holder of the Notes by first class mail, postage prepaid, with a copy to
		the Trustee at such holders address as it appears on the registration
		books of the Registrar. At the Companys request made at least 30 days
		before the Redemption Date (or such shorter period as the Trustee in its sole
		discretion shall determine), the Trustee shall give the notice of redemption in
		the Companys name and at the Companys expense;provided,however, that the Company shall deliver to the Trustee (in
		advance) an Officers Certificate requesting that the Trustee give such
		notice and setting forth in full the information to be stated in such notice as
		provided in the following items.

Each notice of redemption shall identify the
		Notes to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Prices and the amount of
		accrued and unpaid interest, if any, Additional Amounts, if any, to be paid
		(subject to the right of holders of record of Definitive Notes on the relevant
		Record Date to receive interest and Additional Amounts, if any, due on the
		relevant interest payment date);

(3) the name and address of the Paying
		Agents;

(4) that Notes called for redemption must be
		surrendered to a Paying Agent to collect the Redemption Price plus accrued and
		unpaid interest, if any, and Additional Amounts, if any;

(5) that, unless the Company defaults in
		making the redemption payment, then interest and Additional Amounts, if any, on
		Notes called for redemption cease to accrue on and after the Redemption Date,
		and the only remaining right of the holders of such Notes is to receive payment
		of the Redemption Price upon surrender to the Paying Agent of the Notes
		redeemed;

(6) (i) if any Global Note is being redeemed
		in part, the portion of the principal amount of such Note to be redeemed and
		that, after the Redemption Date, interest and Additional Amounts, if any, shall
		cease to accrue on the portion called for redemption, and upon surrender of
		such Global Note, the Global Note with a notation on Schedule A thereof
		adjusting the principal amount thereof to be equal to the unredeemed portion,
		will be returned and (ii) if any Definitive Note is being redeemed in part, the
		portion of the principal amount of such Note to be redeemed, and that, after
		the Redemption Date, upon surrender of such Definitive Note, a new Definitive
		Note or





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Notes in aggregate principal amount equal to
		the unredeemed portion thereof will be issued in the name of the holder
		thereof, upon cancellation of the original Note;

(7) if fewer than all the Notes are to be
		redeemed, the identification of the particular Notes (or portion thereof) to be
		redeemed, as well as the aggregate principal amount of Notes to be redeemed and
		the aggregate principal amount of Notes to be outstanding after such partial
		redemption;

(8) the paragraph of the terms of the Notes
		pursuant to which the Notes are to be redeemed; and

(9) the ISIN or Common Code number, and that
		no representation is made as to the correctness or accuracy of the ISIN or
		Common Code, if any, listed in such notice or printed on the Notes.

Prior to the giving of any notice of
		redemption pursuant to Paragraph 8 of the Notes, the Company will deliver to
		the Trustee (a) an Officers Certificate of the Company stating that the
		Company is entitled to effect such redemption and setting forth a statement of
		facts showing that the conditions precedent to the right of the Issuer so to
		redeem have occurred and (b) an Opinion of Counsel qualified under the laws of
		the Relevant Taxing Jurisdiction to the effect that the Company has or will
		become obligated to pay such Additional Amounts as a result of a Change in Tax
		Law, and that the Company cannot avoid such obligation by taking reasonable
		measures available to it.

SECTION 3.6.Deposit of Redemption Price.

Prior to 12:00 p.m. London time on the
		Redemption Date, the Company shall deposit with the Trustee or its designated
		Paying Agent (which shall be the Principal Paying Agent unless otherwise
		notified to the Issuer by the Trustee) cash in euro sufficient to pay the
		Redemption Price plus accrued and unpaid interest, if any, and Additional
		Amounts, if any, of all Notes to be redeemed on that date. The Paying Agent
		(including the Principal Paying Agent) shall promptly return to the Company any
		cash in euro so deposited which is not required for that purpose upon the
		written request of the Company. The Company shall, prior to 12:00 p.m. London
		time on the Business Day prior to the date on which the Principal Paying Agent
		receives payment, procure that the bank effecting payment confirms by SWIFT
		MT100 message to the Principal Paying Agent that an irrevocable payment
		instruction has been given.

If the Company complies with the preceding
		paragraph, then, unless the Company defaults in the payment of such Redemption
		Price plus accrued and unpaid interest, if any, and Additional Amounts on the
		Notes to be redeemed will cease to accrue on and after the applicable
		Redemption Date, whether or not such Notes are presented for payment. With
		respect to Definitive Notes, if a Definitive Note is redeemed on or after an
		interest Record Date but on or prior to the related interest payment date, then
		any accrued and unpaid interest, and Additional Amounts, if any, shall be paid
		to the Person in whose name such Note was registered at the close of business
		on such Record Date. If any Note called for redemption shall not be so paid
		upon surrender for redemption because of the failure of the Issuer to comply
		with the preceding paragraph, interest and Additional Amounts, if any, shall be
		paid on the unpaid principal, from





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the Redemption Date until such principal is
		paid, and to the extent lawful on any interest not paid on such unpaid
		principal, in each case at the rate provided in the Notes and in Section
		10.1.

SECTION 3.7.Notes Payable on Redemption Date.

Notice of redemption having been given as
		aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become
		due and payable at the Redemption Price therein specified, and from and after
		such date (unless the Company shall default in the payment of the Redemption
		Price and accrued interest) such Notes shall cease to bear interest. Upon
		surrender of any such Note for redemption in accordance with said notice, such
		Note shall be paid by the Company at the Redemption Price, together with
		accrued interest to the Redemption Date;providedthat
		installments of interest whose Stated Maturity is on or prior to the Redemption
		Date shall be payable to the holders of such Notes, or any predecessor Notes
		thereto, registered as such at the close of business on the relevant Record
		Dates according to their terms and the provisions of Section 2.7.

If any Note called for redemption shall not
		be so paid upon surrender thereof for redemption, the principal (and premium,
		if any) shall, until paid, bear interest from the Redemption Date at the rate
		provided by the Note.

SECTION 3.8.Notes Redeemed in Part.

Upon surrender and cancellation of a
		Definitive Note that is redeemed in part, the Issuer shall execute and upon
		receipt of a Company Order the Trustee shall authenticate for the holder of the
		Notes (at the Companys expense) a new Definitive Note equal in principal
		amount to the unredeemed portion of the Definitive Note surrendered and
		canceled;provided,however, that each such Definitive Note shall be in a principal
		amount at maturity of 50,000 and any integral multiple of 1,000 in
		excess thereof. Upon surrender of a Global Note that is redeemed in part, the
		Paying Agent shall promptly forward such Global Note to the Trustee who shall
		make a notation on Schedule A thereof to reduce the principal amount of such
		Global Note to an amount equal to the unredeemed portion of the Global Note
		surrendered;provided,however, that
		each such Global Note shall be in a principal amount at maturity of
		50,000 and any integral multiple of 1,000 in excess thereof.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1.Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further
		effect (except as to any surviving rights of registration of transfer or
		exchange of Notes herein expressly provided for), and the Trustee, on demand of
		and at the expense of the Company, shall execute proper instruments
		acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Notes theretofore authenticated and
		delivered (other than (i) Notes which have been destroyed, lost or stolen and
		which have been replaced or paid as





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provided in Section 2.8 and (ii) Notes for
		whose payment money has theretofore been deposited in trust or segregated and
		held in trust by the Company and thereafter repaid to the Company or discharged
		from such trust, as provided in Section 10.3) have been delivered to the
		Trustee for cancellation; or

(B) all such Notes not theretofore delivered
		to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
		Stated Maturity within one year, or

(iii) are to be called for redemption within
		one year under arrangements satisfactory to the Trustee for the giving of
		notice of redemption by the Trustee in the name, and at the expense, of the
		Company,

and the Company, in the case of (i), (ii) or
		(iii) above, has deposited or caused to be deposited with the Trustee as trust
		funds in trust an amount sufficient for the purpose of paying and discharging
		the entire Indebtedness on such Notes not theretofore delivered to the Trustee
		for cancellation, for principal (and premium, if any) and interest to the date
		of such deposit (in the case of Notes which have become due and payable) or to
		the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be
		paid all other sums payable hereunder by the Company (including, without
		limitation, all amounts due to the Trustee under Section 6.6 hereof);
		and

(3) the Company has delivered to the Trustee
		an Officers Certificate and an Opinion of Counsel, each stating that all
		conditions precedent herein provided for relating to the satisfaction and
		discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and
		discharge of this Indenture pursuant to this Article IV, the obligations of the
		Company to the Trustee under Section 6.6 and, if money shall have been
		deposited with the Trustee pursuant to subclause (B) of clause (1) of this
		Section, the obligations of the Trustee under Sections 2.7, 2.8, 4.2, 10.2 and
		the last paragraph of Section 10.3 shall survive.

SECTION 4.2.Application of Trust Money.

Subject to the provisions of the last
		paragraph of Section 10.3, all money deposited with the Trustee pursuant to
		Section 4.1 shall be held in trust and applied by it, in accordance with the
		provisions of the Notes and this Indenture to the payment, either directly or
		through any Principal Paying Agent (including the Company acting as its own
		Principal Paying Agent) as the Trustee may determine, to the Persons entitled
		thereto, of the principal (and premium, if any) and interest for whose payment
		such money has been deposited with the Trustee.



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SECTION 4.3.Reinstatement.

If the Trustee or the Principal Paying Agent
		is unable to apply any money in accordance with Section 4.2 by reason of any
		order or judgment of any court or governmental authority enjoining, restraining
		or otherwise prohibiting such application, then the Companys obligations
		under this Indenture and the Notes shall be revived and reinstated as though no
		deposit had occurred pursuant to this Article Four until such time as the
		Trustee or Principal Paying Agent is permitted to apply all such money in
		accordance with Section 4.2;providedthat if
		the Company makes any payment of principal of (and premium, if any) or interest
		on any Note following the reinstatement of its obligations, the Company shall
		be subrogated to the rights of the holders of such Notes to receive such
		payment from the money held by the Trustee or the Principal Paying
		Agent.

ARTICLE V

REMEDIES

SECTION 5.1.Events of Default.

Each of the following is an Event of
		Default:

(1) default in any payment of interest on
		any Note when due, continued for 30 days; or

(2) default in the payment of principal of
		or premium, if any, on any Note when due at its Stated Maturity, upon optional
		redemption, upon required repurchase, upon declaration or otherwise; or

(3) failure by the Company to comply with
		its obligations under Section 8.1; or

(4) failure by the Company to comply for 30
		days after notice as provided below with any of its obligations under Articles
		VIII and X of this Indenture (in each case, other than (a) a failure to
		purchase Notes which constitutes an Event of Default under clause
		(2) above, (b) a failure to comply with Section 8.1 which constitutes
		an Event of Default under clause (3) above or (c) a failure to comply
		with Section 10.10 which constitutes an Event of Default under clause
		(5) below); or

(5) failure by the Company to comply for 60
		days after notice as provided below with its other agreements contained in this
		Indenture; or

(6) default under any mortgage, indenture or
		instrument under which there may be issued or by which there may be secured or
		evidenced any Indebtedness of the Company or any of its Restricted
		Subsidiaries, other than Indebtedness owed to the Company or a Restricted
		Subsidiary, whether such Indebtedness or guarantee now exists, or is created
		after the Issue Date, which 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






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(b)
			 results in the acceleration of such
				  Indebtedness prior to its maturity (the cross acceleration
				  provision);


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

(7) the entry by a court having jurisdiction
		in the premises of (A) a decree or order for relief in respect of the Company
		or any Significant Subsidiary or group of Restricted Subsidiaries that, taken
		together (as of the latest audited consolidated financial statements for the
		Company and its Restricted Subsidiaries), would constitute a Significant
		Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
		Law or (B) a decree or order adjudging the Company or any such Subsidiary a
		bankrupt or insolvent, or approving as properly filed a petition seeking
		reorganization, arrangement, adjustment or composition of or in respect of the
		Company or any such Subsidiary under any applicable Bankruptcy Law, or
		appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
		or other similar official of the Company or any such Subsidiary or of any
		substantial part of the property of the Company or any such Subsidiary, or
		ordering the winding up or liquidation of the affairs of the Company or any
		such Subsidiary, and the continuance of any such decree or order for relief or
		any such other decree or order unstayed and in effect for a period of 60
		consecutive days; or

(8) the commencement by the Company, or any
		Significant Subsidiary or group of Restricted Subsidiaries that, taken together
		(as of the latest audited consolidated financial statements for the Company and
		its Restricted Subsidiaries), would constitute a Significant Subsidiary, of a
		voluntary case or proceeding under any applicable Bankruptcy Law or of any
		other case or proceeding to be adjudicated a bankrupt or insolvent, or the
		consent by the Company or any such Subsidiary to the entry of a decree or order
		for relief in respect of the Company or any such Subsidiary of the Company in
		an involuntary case or proceeding under any applicable Bankruptcy Law or to the
		commencement of any bankruptcy or insolvency case or proceeding against the
		Company or any such Subsidiary of the Company, or the filing by the Company or
		any such Subsidiary of a petition or answer or consent seeking reorganization
		or relief under any applicable Bankruptcy Law, or the consent by the Company or
		any such Subsidiary to the filing of such petition or to the appointment of or
		taking possession by a custodian, receiver, liquidator, assignee, trustee,
		sequestrator or similar official of the Company or any such Subsidiary of the
		Company or of any substantial part of the property of the Company or any such
		Subsidiary of the Company, or the making by the Company or any such Subsidiary
		of the Company of an assignment for the benefit of creditors, or the admission
		by the Company or any such Subsidiary in writing of its inability to pay its
		debts generally as they become due, or the taking of corporate action by the
		Company or any such Subsidiary in furtherance of any such action; or

(9) the Company, or any Significant
		Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
		latest audited consolidated financial statements for the Company and its
		Restricted Subsidiaries), would constitute a Significant





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Subsidiary, which is not a U.S. corporation
		makes an application for an administration order or convenes any meeting of its
		members or creditors or takes any other steps (under any applicable Bankruptcy
		Law) with a view to the liquidation, winding-up, dissolution, receivership,
		administration, reorganization or amalgamation of the Company or such
		Subsidiary or with a view to proposing any kind of composition, scheme of
		arrangement or other compromise or arrangement with its creditors generally
		other than solvent amalgamation and similar reorganizations otherwise permitted
		under Article VIII hereof; or

(10) with respect to the Company, or any
		Significant Subsidiary or group of Restricted Subsidiaries that, taken together
		(as of the latest audited consolidated financial statements for the Company and
		its Restricted Subsidiaries), would constitute a Significant Subsidiary, that
		is not a U.S. corporation, (A) an application for an administration order
		in relation to the Company or such Subsidiary is presented to a court having
		jurisdiction in the premises; (B) an administrative or other receiver or
		any manager is appointed by a court having jurisdiction in the premises with
		respect to the Company or such Subsidiary or all or any substantial part of
		their respective property; or (C) a petition is presented to a court
		having jurisdiction in the premises by any Person requesting the liquidation,
		dissolution or winding up of the Company or such Subsidiary; and, in the case
		of each of clauses (A) though (C) above, such application, appointment or
		petition is not revoked, discharged or dismissed or the related proceedings not
		stayed, as the case may be, within 60 days; or

(11) there occurs, in relation to the
		Company or any Significant Subsidiary or group of Restricted Subsidiaries that,
		taken together (as of the latest audited consolidated financial statements for
		the Company and its Restricted Subsidiaries), would constitute a Significant
		Subsidiary which is not a U.S. corporation, in any courts having jurisdiction
		in the premises of any county or territory in which it carries on business or
		to the jurisdiction of whose courts it or a substantial portion of its property
		is subject any event or proceeding which corresponds in that country or
		territory with any of those mentioned in subclauses (9) to (12) inclusive
		(subject to the same exceptions provided in said subclauses and the passage of
		analogous time periods); or

(12) failure by the Company or any
		Significant Subsidiary or group of Restricted Subsidiaries that, taken together
		(as of the latest audited consolidated financial statements for the Company and
		its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay
		final judgments aggregating in excess of 30 million (net of any
		amounts that a reputable and creditworthy insurance company has acknowledged
		liability for in writing), which judgments are not paid, discharged or stayed
		for a period of 60 days after the date on which the right to appeal has expired
		(the judgment default provision).

Notwithstanding the foregoing, a default
		under Section 5.1(4) and 5.1(5) will not constitute an Event of Default
		until the Trustee or the holders of 25% in principal amount of the outstanding
		Notes notify the Company of the default and the Company does not cure such
		default within the time specified in Section 5.1(4) and Section 5.1(5)
		after receipt of such notice.





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SECTION 5.2.Acceleration of Maturity; Rescission and
		Annulment.

If an Event of Default (other than an Event
		of Default specified in Section 5.1(7) through (11) above) occurs and is
		continuing, the Trustee by notice to the Company, or the holders of at least
		25% in principal amount of the outstanding Notes by notice to the Company and
		the Trustee, may, and the Trustee at the request of such holders shall, declare
		the principal of, premium, if any, and accrued and unpaid interest, if any, on
		all the Notes to be due and payable. Upon such a declaration, such principal,
		premium and accrued and unpaid interest will be due and payable immediately. In
		the event of a declaration of acceleration of the Notes because an Event of
		Default described in Section 5.1(6) has occurred and is continuing, the
		declaration of acceleration of the Notes shall be automatically annulled if the
		default triggering such Event of Default pursuant to Section 5.1(6) shall
		be remedied or cured by the Company or a Restricted Subsidiary or waived by the
		holders of the relevant Indebtedness within 20 Business Days after the
		declaration of acceleration with respect thereto and if (1) the annulment
		of the acceleration of the Notes would not conflict with any judgment or decree
		of a court of competent jurisdiction and (2) all existing Events of
		Default, except nonpayment of principal, premium or interest on the Notes that
		became due solely because of the acceleration of the Notes, have been cured or
		waived. If an Event of Default described in Sections 5.1(7) through (11)
		above occurs and is continuing, the principal of, premium, if any, and accrued
		and unpaid interest on all the Notes will become and be immediately due and
		payable without any declaration or other act on the part of the Trustee or any
		holders. The holders of a majority in principal amount of the outstanding Notes
		may waive all past defaults (except with respect to nonpayment of principal,
		premium or interest) and rescind any such acceleration with respect to the
		Notes and its consequences if (1) rescission would not conflict with any
		judgment or decree of a court of competent jurisdiction and (2) all
		existing Events of Default, other than the nonpayment of the principal of,
		premium, if any, and interest on the Notes that have become due solely by such
		declaration of acceleration, have been cured or waived.

SECTION 5.3.Collection of Indebtedness and Suits for Enforcement
		by Trustee.

The Company covenants that if

(1) default is made in the payment of any
		interest on any Note when such interest becomes due and payable and such
		default continues for a period of 30 days, or

(2) default is made in the payment of the
		principal of (or premium, if any, on) any Note at the Maturity thereof or, with
		respect to any Note required to have been purchased pursuant to an Offer to
		Purchase made by the Company, at the purchase date thereof,

the Company will, upon demand of the
		Trustee, pay to it, for the benefit of the holders of such Notes, the whole
		amount then due and payable on such Notes for principal (and premium, if any)
		and interest, and, to the extent that payment of such interest shall be legally
		enforceable, interest on any overdue principal (and premium, if any) and on any
		overdue interest, at the rate provided by the Notes, and, in addition thereto,
		such further amount as shall be sufficient to cover the costs and expenses of
		collection, including the reasonable compensation, expenses, disbursements and
		advances of the Trustee, its agents and counsel.





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If the Company fails to pay such amounts
		forthwith upon such demand, the Trustee, in its own name and as trustee of an
		express trust, may institute a judicial proceeding for the collection of the
		sums so due and unpaid, may prosecute such proceeding to judgment or final
		decree and may enforce the same against the Company or any other obligor upon
		the Notes and collect the moneys adjudged or decreed to be payable in the
		manner provided by law out of the property of the Company or any other obligor
		upon the Notes, wherever situated.

If an Event of Default occurs and is
		continuing, the Trustee may in its discretion proceed to protect and enforce
		its rights and the rights of the holders by such appropriate judicial
		proceedings as the Trustee shall deem most effectual to protect and enforce any
		such rights, whether for the specific enforcement of any covenant or agreement
		in this Indenture or in aid of the exercise of any power granted herein, or to
		enforce any other proper remedy.

SECTION 5.4.Trustee May File Proofs of Claim.

In case of any judicial proceeding relative
		to the Company (or any other obligorupon the Notes), its property or its
		creditors, the Trustee shall be entitled and empowered, by intervention in such
		proceeding or otherwise, to take any and all actions in order to have claims of
		the holders and the Trustee allowed in any such proceeding. In particular, the
		Trustee shall be authorized to collect and receive any moneys or other property
		payable or deliverable on any such claims and to distribute the same; and any
		custodian, receiver, assignee, trustee, liquidator, sequestrator or other
		similar official in any such judicial proceeding is hereby authorized by each
		holder to make such payments to the Trustee and, in the event that the Trustee
		shall consent to the making of such payments directly to the holders, to pay to
		the Trustee any amount due it for the reasonable compensation, expenses,
		disbursements and advances of the Trustee, its agents and counsel, and any
		other amounts due the Trustee under Section 6.6.

No provision of this Indenture shall be
		deemed to authorize the Trustee to authorize or consent to or accept or adopt
		on behalf of any holder any plan of reorganization, arrangement, adjustment or
		composition affecting the Notes or the rights of any holder thereof or to
		authorize the Trustee to vote in respect of the claim of any holder in any such
		proceeding, provided that the Trustee may, on behalf of the holders,
		vote for the election of a trustee in bankruptcy or similar official and be a
		member of a creditors committee or other similar committee.

SECTION 5.5.Trustee May Enforce Claims Without Possession of
		Notes.

All rights of action and claims under this
		Indenture or the Notes may be prosecuted and enforced by the Trustee without
		the possession of any of the Notes or the production thereof in any proceeding
		relating thereto, and any such proceeding instituted by the Trustee shall be
		brought in its own name as trustee of an express trust, and any recovery of
		judgment shall, after provision for the payment of the reasonable compensation,
		expenses, disbursements and advances of the Trustee, its agents and counsel
		(including, without limitation, all amounts due the Trustee under Section 6.6
		hereof), be for the ratable benefit of the holders of the Notes in respect of
		which such judgment has been recovered.



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SECTION 5.6.Application of Money Collected.

Any money collected by the Trustee pursuant
		to this Article shall be applied in the following order, at the date or dates
		fixed by the Trustee and, in case of the distribution of such money on account
		of principal (or premium, if any) or interest, upon presentation of the Notes
		or in the due course of paying interest and the notation thereon of the payment
		if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the
		Trustee under Section 6.6;

SECOND: To the payment of the amounts then
		due and unpaid for principal of (and premium, if any) and interest on the Notes
		in respect of which or for the benefit of which such money has been collected,
		ratably, without preference or priority of any kind, according to the amounts
		due and payable on such Notes for principal (and premium, if any) and interest,
		respectively; and

THIRD: The balance, if any, to the
		Company.

SECTION 5.7.Limitation on Suits.

Except to enforce the right to receive
		payment of principal, premium, if any, or interest when due, no holder may
		pursue any remedy with respect to this Indenture or the Notesunless:

(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.






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SECTION 5.8.Unconditional Right of holders to Receive Principal,
		Premium and Interest.

Notwithstanding any other provision in this
		Indenture, the holder of any Note shall have the right, which is absolute and
		unconditional, to receive payment of the principal of (and premium, if any) and
		interest on such Note on the respective Stated Maturities expressed in such
		Note (or, in the case of redemption, on the Redemption Date or in the case of a
		Change of Control Offer made by the Company and required to be accepted as to
		such Note, on the purchase date) and to institute suit for the enforcement of
		any such payment, and such rights shall not be impaired without the consent of
		such holder.

SECTION 5.9.Restoration of Rights and Remedies.

If the Trustee or any holder has instituted
		any proceeding to enforce any right or remedy under this Indenture and such
		proceeding has been discontinued or abandoned for any reason, or has been
		determined adversely to the Trustee or to such holder, then and in every such
		case, subject to any determination in such proceeding, the Company, the Trustee
		and the holders shall be restored severally and respectively to their former
		positions hereunder and thereafter all rights and remedies of the Trustee and
		the holders shall continue as though no such proceeding had been
		instituted.

SECTION 5.10.Rights and Remedies Cumulative.

Except as otherwise provided with respect to
		the replacement or payment of mutilated, destroyed, lost or stolen Notes in the
		last paragraph of Section 2.8, no right or remedy herein conferred upon or
		reserved to the Trustee or to the holders is intended to be exclusive of any
		other right or remedy, and every right and remedy shall, to the extent
		permitted by law, be cumulative and in addition to every other right and remedy
		given hereunder or now or hereafter existing at law or in equity or otherwise.
		The assertion or employment of any right or remedy hereunder, or otherwise,
		shall not prevent the concurrent assertion or employment of any other
		appropriate right or remedy.

SECTION 5.11.Delay or Omission Not Waiver.

No delay or omission of the Trustee or of
		any holder of any Note to exercise any right or remedy accruing upon any Event
		of Default shall impair any such right or remedy or constitute a waiver of any
		such Event of Default or an acquiescence therein. Every right and remedy given
		by this Article or by law to the Trustee or to the holders may be exercised
		from time to time, and as often as may be deemed expedient, by the Trustee or
		by the holders, as the case may be.

SECTION 5.12.Control by holders.

Subject to Section 2.10 the holders of a
		majority in principal amount of the outstanding Notes are given the right to
		direct the time, method and place of conducting any proceeding for any remedy
		available to the Trustee or of exercising any trust or power conferred on the
		Trustee. Subject to Section 6.1, however, the Trustee may refuse to follow any
		direction that conflicts with any law or this Indenture or that the Trustee
		determines is unduly prejudicial to the rights of another holder of the Notes,
		or that may involve the Trustee in personal liability;





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provided,however, that the Trustee may take any
		other action deemed proper by the Trustee which is not inconsistent with such
		direction. Prior to taking any action under this Indenture, the Trustee will be
		entitled to indemnification or security from the holders of the Notes
		satisfactory to it against any loss, liability and expense caused by taking or
		not taking such action.

SECTION 5.13.Waiver of Past Defaults.

The holders of not less than a majority in
		aggregate principal amount of the Outstanding Notes may on behalf of the
		holders of all the Notes waive any past Default hereunder and its consequences,
		except a Default

(1) in the payment of the principal of (or
		premium, if any) or interest on any Note (including any Note which is required
		to have been purchased pursuant to a Change of Control Offer which has been
		made by the Company), or

(2) in respect of a covenant or provision
		hereof which under Article IX cannot be modified or amended without the consent
		of the holder of each outstanding Note affected.

Upon any such waiver, such Default shall
		cease to exist, and any Event of Default arising therefrom shall be deemed to
		have been cured, for every purpose of this Indenture; but no such waiver shall
		extend to any subsequent or other Default or impair any right consequent
		thereon.

SECTION 5.14.Undertaking for Costs.

In any suit for the enforcement of any right
		or remedy under this Indenture, or in any suit against the Trustee for any
		action taken, suffered or omitted by it as Trustee, a court may require any
		party litigant in such suit to file an undertaking to pay the costs of such
		suit, and may assess costs against any such party litigant; provided,
		that this Section shall not be deemed to authorize any court to require such an
		undertaking or to make such an assessment in any suit instituted by the
		Company.

SECTION 5.15.Waiver of Stay, Extension or Usury Laws.

The Company covenants (to the extent that it
		may lawfully do so) that it will not at any time insist upon, or plead, or in
		any manner whatsoever claim or take the benefit or advantage of, any stay,
		extension or usury law wherever enacted, now or at any time hereafter in force,
		which may affect the covenants or the performance of this Indenture; and the
		Company (to the extent that it may lawfully do so) hereby expressly waives all
		benefit or advantage of any such law and covenants that it will not hinder,
		delay or impede the execution of any power herein granted to the Trustee, but
		will suffer and permit the execution of every such power as though no such law
		had been enacted.



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ARTICLE VI

THE TRUSTEE

SECTION 6.1.Duties of Trustee.

(a) If an Event of Default actually known to
		a Trust Officer of the Trustee has occurred and is continuing, the Trustee
		shall exercise such of the rights and powers vested in it by this Indenture and
		use the same degree of care, skill and diligence in their exercise as a
		reasonably prudent person would exercise or use in the conduct of his or her
		own affairs. The Trustee, however, may refuse to follow any direction that
		conflicts with law or the Indenture or that the Trustee determines is unduly
		prejudicial to the rights of any other holder of the Notes or that would
		involve the Trustee in personal liability.

(b) (1) The Trustee and the Agents will
		perform only those duties as are specifically set forth herein and no others
		and no implied covenants or obligations shall be read into this Indenture
		against the Trustee or the Agents.

(2) In the absence of bad faith on their
		part, the Trustee and the Agents may conclusively rely, as to the truth of the
		statements and the correctness of the opinions expressed therein, upon
		certificates or opinions and such other documents delivered to them and
		conforming to the requirements of this Indenture. However, in the case of any
		such certificates or opinions which by any provision hereof are required to be
		furnished to the Trustee or the Agents, the Trustee or the Agents, as
		applicable, shall examine the certificates and opinions to determine whether or
		not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from
		liability for its own negligent action, its own negligent failure to act, or
		its own willful misconduct, except that:

(1) this Subsection (c) does not limit the
		effect of Subsection (b) of this Section 6.1.

(2) neither the Trustee nor Agent shall be
		liable for any error of judgment made in good faith by a Trust Officer of such
		Trustee or Agent, unless it is proved that the Trustee or such Agent was
		negligent in ascertaining the pertinent facts.

(3) the Trustee shall not be liable with
		respect to any action it takes or omits to take in good faith in accordance
		with a direction received by it pursuant to Section 5.12.

(d) No provision of this Indenture shall
		require the Trustee or any Agent to expend or risk its own funds or otherwise
		incur any liability in the performance of any of its duties hereunder or to
		take or omit to take any action under this Indenture or take any action at the
		request or direction of holders of the Notes if it does not receive such funds
		or an indemnity satisfactory to it in its sole discretion against such risk,
		liability, loss, fee or expense which might be incurred by it in compliance
		with such request or direction.

(e) Whether or not therein expressly so
		provided, every provision of this Indenture that in any way relates to the
		Trustee is subject to Subsections (a), (b), (c) and (d) of this Section
		6.1.

(f) Neither the Trustee nor the Agents shall
		be liable for interest on any money received by it except as the Trustee and
		any Agent may agree in writing with the Company.





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Money held in trust by the Trustee or any
		Agent need not be segregated from other funds except to the extent required by
		law.

(g) Any provision hereof relating to the
		conduct or affecting the liability of or affording protection to the Trustee
		shall be subject to the provisions of this Section 6.1.

(h) The rights, privileges, protections,
		immunities and benefits given to the Trustee, including, without limitation,
		its rights to be indemnified, are extended to, and shall be enforceable by the
		Trustee in each of its capacities in which it may serve, and to each Agent,
		custodian and other person employed to act hereunder.

SECTION 6.2.Rights of Trustee.

Subject to Section 6.1:

(a) The Trustee and each Agent may rely
		conclusively on and shall be protected from acting or refraining from acting in
		good faith based upon any document believed by them to be genuine and to have
		been signed or presented by the proper person. Neither the Trustee nor any
		Agent shall be bound to make any investigation into the facts or matters stated
		in any resolution, certificate, statement, instrument, opinion, report, notice,
		request, consent order, approval, appraisal, bond, debenture, note, coupon,
		security or other paper or document, but the Trustee or its Agent, as the case
		may be, in its discretion, may make further inquiry or investigation into such
		facts or matters stated in such document and if the Trustee or its Agent as the
		case may be, shall determine to make such further inquiry or investigation, it
		shall be entitled to examine the books, records and premises of the Company, at
		reasonable times during normal business hours, personally or by agent or
		attorney. The Trustee shall not be deemed to have notice or any knowledge of
		any matter (including without limitation Defaults or Events of Default) unless
		a Trust Officer assigned to and working in the Trustees corporate trust
		administration office (or comparable office) has actual knowledge thereof or
		unless written notice thereof is received by the Trustee, (attention: Manager
		Trust Administration) and such notice clearly references the Notes, the Company
		or this Indenture.

(b) Before the Trustee acts or refrains from
		acting, it may require (at the Companys expense) an Officers
		Certificate or an Opinion of Counsel or both, which shall conform to the
		provisions of Section 1.2. Neither the Trustee nor any Agent shall be liable
		for any action it takes or omits to take in good faith in reliance on such
		certificate or opinion.

(c) The Trustee and any Agent may act
		through their attorneys and agents and shall not be responsible for the
		misconduct or negligence of any agent (other than an agent who is an employee
		of the Trustee or such Agent) appointed with due care.

(d) The Trustee shall not be liable for any
		action it takes or omits to take in good faith which it reasonably believes to
		be authorized or within its rights or powers conferred upon it by this
		Indenture;provided,however, that the Trustees
		conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Trustee or any Agent may consult
		with counsel of its selection and the advice or opinion of such counsel as to
		matters of law shall be full and complete authorization





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and protection from liability in respect of
		any action taken, omitted or suffered by it hereunder in good faith and in
		accordance with the advice or opinion of such counsel.

(f) The Trustee may act and rely and shall
		be protected in acting and relying in good faith on the opinion or advice of or
		information obtained from any accountant, appraiser, agents or other expert or
		adviser, whether retained or employed by the Company or by the Trustee, in
		relation to any matter arising in the administration of the trusts hereofprovidedthat selection of such accountant, appraiser, agent or
		other expert or adviser, has been made in good faith by the Trustee.

SECTION 6.3.Individual Rights of Trustee.

The Trustee or any Agent in its respective
		individual or any other capacity may become the owner or pledgee of Notes and
		may otherwise deal with the Company, its Subsidiaries, or their respective
		Affiliates with the same rights it would have if it were not the Trustee or an
		Agent. Any Agent may do the same with like rights.

SECTION 6.4.Trustees Disclaimer.

The Trustee and the Agents shall not be
		responsible for and make no representation as to the validity, effectiveness,
		correctness or adequacy of this Indenture, the offering materials related to
		this Indenture or the Notes; it shall not be accountable for the Companys
		use of the proceeds from the Notes or any money paid to the Company or upon the
		Companys direction under any provision hereof; it shall not be
		responsible for the use or application of any money received by any Agent and
		it shall not be responsible for any statement or recital herein of the Company,
		or any document issued in connection with the sale of Notes or any statement in
		the Notes other than the Trustees certificate of authentication.

SECTION 6.5.Notice of Default.

If an Event of Default occurs and is
		continuing and such event is known to a Trust Officer of the Trustee, the
		Trustee must deliver to each holder of the Notes, as their names and addresses
		appear on the list of holders of the Notes described in Section 2.5, notice of
		the Default or Event of Default within 90 days after the occurrence thereof.
		Except in the case of a Default or Event of Default in the payment of principal
		of, premium, if any, interest and Additional Amounts, if any, of any Note, the
		failure to make payment, the Trustee may withhold the notice of Default or an
		Event of Default if and for so long as the Trustee in good faith reasonably
		believes that it is in the best interests of the holders of the Notes to
		withhold such notice.

SECTION 6.6.Compensation and Indemnity.

The Company shall pay to the Trustee and
		Agents from time to time such reasonable compensation as the Company and the
		Trustee shall from time to time agree in writing for its acceptance of this
		Indenture and services hereunder. The Trustees and the Agents
		compensation shall not be limited by any law on compensation of a trustee of an
		express trust. The Company shall reimburse the Trustee and Agent upon request
		for all reasonable disbursements, expenses and advances (including reasonable
		fees and expenses of counsel or appointees) incurred or made by it in addition
		to the compensation for their services, except any





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such disbursements, expenses and advances as
		may be attributable to the Trustees or any Agents negligence,
		willful misconduct or bad faith. Such expenses shall include the reasonable
		compensation, disbursements and expenses of the Trustees and Agents
		accountants, experts and counsel and any taxes or other expenses incurred by a
		trust created pursuant to Section 11.4 hereof.

The Company shall indemnify each of the
		Trustee, any predecessor Trustee and the Agents (which, for purposes of this
		paragraph, include such Trustees and Agents affiliates, officers,
		directors, employees and agents) and in any other capacity the Trustee may
		serve hereunder for, and hold them harmless against, any and all loss, damage,
		claim, proceedings, demands, costs, expense or liability including taxes (other
		than taxes based on the income of the Trustee or franchise, doing business or
		other similar taxes imposed on the Trustee) incurred by the Trustee or an Agent
		without negligence or willful misconduct on its part in connection with
		acceptance of administration of this trust and performance of any provision
		under this Indenture, including the reasonable expenses and counsel fees and
		expenses of defending itself against any claim of liability arising hereunder.
		The Trustee and the Agents shall notify the Company promptly of any claim
		asserted against the Trustee or such Agent for which it may seek indemnity.
		However, the failure by the Trustee or the Agent to so notify the Company shall
		not relieve the Company of its obligations hereunder. The Company need not
		reimburse or indemnify against any loss liability or expense incurred by the
		Trustee through its own willful misconduct or negligence. The Company shall
		defend the claim and the Trustee or such Agent shall cooperate in the defense
		(and may employ its own counsel, but at the Trustees expense unless the
		named parties in any such proceeding (including any impleaded parties) include
		both the Company and the Trustee and representation of both parties by the same
		counsel would be inappropriate due to actual or potential differing interests
		between them). The Company need not pay for any settlement made without its
		written consent, which consent shall not be unreasonably withheld.

To secure the Companys payment
		obligations in this Section 6.6, the Trustee and the Agents shall have a claim
		prior to the Notes against all money or property held or collected by the
		Trustee and the Agents, in its capacity as Trustee or Agent, except money or
		property held in trust to pay principal or premium, if any, Additional Amounts,
		if any, or interest on particular Notes.

When the Trustee or an Agent incurs expenses
		or renders services after the occurrence of an Event of Default specified in
		Sections 5.1(7) through (11), the expenses (including the reasonable fees and
		expenses of its agents and counsel) and the compensation for the services shall
		be preferred over the status of the holders of the Notes in a proceeding under
		any Bankruptcy Law and are intended to constitute expenses of administration
		under any Bankruptcy Law.

The Companys obligations under this
		Section 6.6 and any claim arising hereunder shall survive the termination of
		this Indenture, the resignation or removal of any Trustee or Agent, the
		discharge of the Companys obligations pursuant to Article IV and any
		rejection or termination under any Bankruptcy Law.





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SECTION 6.7.Replacement of Trustee.

The Trustee and any Agent may resign at any
		time by so notifying the Company in writing;provided, however,that this Indenture and the Notes shall remain valid
		notwithstanding a material conflict of interest of the Trustee. The holders of
		a majority in principal amount of the outstanding Notes may remove the Trustee
		by so providing not less than 30 days written notice to the Company and
		the Trustee or such Agent, as the case may be, in writing and may appoint a
		successor Trustee or Agent with the Companys consent. A resignation or
		removal of the Trustee or any Agent and an appointment of a successor Trustee
		or Agent, as the case may be, shall become effective only upon the successor
		Trustees or Agents acceptance of appointment, as the case may be,
		as provided in this Section 6.7. The Company may remove the Trustee upon no
		less than 30 days written notice if:

(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.


If the Trustee or an Agent resigns or is
		removed or if a vacancy exists in the office of Trustee or Agent for any
		reason, the Company shall notify each holder of the Notes of such event and
		shall promptly appoint a successor Trustee or Agent, as the case may be. Within
		one year after the successor Trustee or Agent takes office, the holders of a
		majority in principal amount of the then outstanding Notes may, with the
		Companys consent, appoint a successor Trustee or Agent, as the case may
		be, to replace the successor Trustee or Agent appointed by the Company.

A successor Trustee or Agent, as the case
		may be, shall deliver a written acceptance of its appointment to the retiring
		Trustee or Agent and to the Company. Immediately after that, the retiring
		Trustee or Agent, as the case may be, shall transfer, after payment of all sums
		then owing to the Trustee or Agent, as the case may be, pursuant to Section
		6.6, all property held by it as Trustee or Agent to the successor Trustee or
		Agent, subject to the Lien provided in Section 6.6, the resignation or removal
		of the retiring Trustee or Agent, as the case may be, shall become effective,
		and the successor Trustee or Agent, as the case may be, shall have all the
		rights, powers and duties of the Trustee or Agent under this Indenture. A
		successor Trustee or Agent shall mail notice of its succession to each holder
		of the Notes.

The Company covenants that, in the event of
		the Trustee or any agent giving notice of its resignation pursuant to this
		Section 6.7, it shall use its best endeavours to procure a successor Trustee or
		Agent to be appointed. If a successor Trustee or Agent does not take office
		within 30 days after the retiring Trustee or Agent resigns or is removed, the
		retiring Trustee or Agent (as the case may be), shall be entitled to appoint a
		successor Trustee or Agent or the retiring Trustee or Agent (as the case may
		be), the Company or the holders of at least 10% in





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principal amount of the then outstanding
		Notes may petition any court of competent jurisdiction for the appointment of a
		successor Trustee or Agent.

If the Trustee, within 90 days after
		becoming aware that a conflict of interest exists between such Trustees
		role as a trustee and any other capacity, shall not have eliminated such
		conflict of interest or resigned from office, the Company or any holder of the
		Notes may petition any court of competent jurisdiction for the appointment of a
		successor Trustee.

If the Trustee or Agent after written
		request by any holder of the Notes who has been a holder for at least six
		months fails to comply with Section 6.8, such holder may petition any court of
		competent jurisdiction for the removal of the Trustee or Agent, as the case may
		be, and the appointment of a successor thereto.

Notwithstanding replacement of the Trustee
		or Agent pursuant to this Section 6.7, the Companys obligations under
		Section 6.6 shall continue for the benefit of the retiring Trustee or Agent, as
		the case may be, and the Company shall pay to any replaced or removed Trustee
		or Agent all amounts owed under Section 6.6 upon such replacement or
		removal.

SECTION 6.8.Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or
		converts into, or transfers all or substantially all of its corporate trust
		business to, another corporation or banking association, the resulting,
		surviving or transferee corporation without any further act shall, if such
		resulting, surviving or transferee corporation is otherwise eligible hereunder,
		be the successor Trustee. In case any Notes shall have been authenticated, but
		not delivered, by the Trustee then in office, any successor by consolidation,
		merger or conversion to such authenticating Trustee may adopt such
		authentication and deliver the Notes so authenticated with the same effect as
		if such successor Trustee had itself authenticated such Notes.

ARTICLE VII

HOLDERS LISTS AND COMMUNICATIONS BY TRUSTEE
		AND COMPANY

SECTION 7.1.Company to Furnish Trustee Names and Addresses of
		holders.

The Company and any other obligor upon the
		Notes will furnish or cause to be furnished to the Trustee

(a) semi-annually, not more than 15 days
		after each Regular Record Date, commencing July 15, 2007, a list, in such form
		as the Trustee may reasonably require, of the names and addresses of the
		holders as of such Regular Record Date, and

(b) at such other times as the Trustee may
		request in writing, within 30 days after the receipt by the Company of any such
		request, a list of similar form and content as of a date not more than 15 days
		prior to the time such list is furnished;

provided, that such list need not be furnished if the Trustee
		shall be the Note Registrar.





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SECTION 7.2.Preservation of Information; Communications to
		holders.

(a) The Trustee shall preserve, in as
		current a form as is reasonably practicable, the names and addresses of holders
		contained in the most recent list furnished to the Trustee as provided in
		Section 7.1 and the names and addresses of holders contained in the most recent
		list furnished to the Trustee in its capacity as Note Registrar. The Trustee
		may destroy any list furnished to it as provided in Section 7.1 upon receipt of
		a new list so furnished.

(b) Every holder of Notes, by receiving and
		holding the same, agrees with the Company and the Trustee that neither the
		Company nor the Trustee nor any agent of either of them shall be held
		accountable by reason of any disclosure of information as to the names and
		addresses of holders made pursuant to this Indenture.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
		OR LEASE

SECTION 8.1.Company may Consolidate, Etc. Only on Certain
		Terms.

The Company will not consolidate with or
		merge with or into, or convey, transfer or lease all or substantially all its
		assets to, any Person, or enter in any scheme of arrangement or other
		transaction pursuant to which a Holding Company succeeds to all or
		substantially all of the Companys assets and liabilities,unless:

(1) the resulting, surviving or transferee
		Person or such Holding Company, as the case may be, (the Successor
		Company) will be a corporation organized and existing under the laws of
		the Kingdom of Sweden, any other member state of the European Union, or of the
		United States of America, any State of the United States or the District of
		Columbia and the Successor Company (if not the Company) will expressly assume,
		by supplemental indenture, executed and delivered to the Trustee, in form
		satisfactory to the Trustee, all the obligations of the Company under the Notes
		and this Indenture;

(2) immediately after giving effect to such
		transaction (and treating any Indebtedness that becomes an obligation of the
		Successor Company or any Subsidiary of the Successor Company as a result of
		such transaction as having been Incurred by the Successor Company or such
		Subsidiary at the time of such transaction), no Default or Event of Default
		shall have occurred and be continuing;

(3) immediately after giving effect to such
		transaction, the Successor Company would be able to Incur at least 1.00
		of additional Indebtedness pursuant to the first paragraph under Section 10.7;
		and

(4) the Company shall have delivered to the
		Trustee an Officers Certificate and an Opinion of Counsel, each stating
		that such consolidation, merger or transfer and such supplemental indenture (if
		any) comply with this Indenture.





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For purposes of this Section 8.1, the sale,
		lease, conveyance, assignment, transfer, or other disposition of all or
		substantially all of the properties and assets of one or more Subsidiaries of
		the Company, which properties and assets, if held by the Company instead of
		such Subsidiaries, would constitute all or substantially all of the properties
		and assets of the Company on a consolidated basis, shall be deemed to be the
		transfer of all or substantially all of the properties and assets of the
		Company.

The predecessor Company will be released
		from its obligations under this Indenture and the Successor Company will
		succeed to, and be substituted for, and may exercise every right and power of,
		the Company under this Indenture, but, in the case of a lease of all or
		substantially all its assets, the predecessor Company will not be released from
		the obligation to pay the principal of and interest on the Notes.

Notwithstanding the preceding clause 8.1(3),
		(x) any Restricted Subsidiary may be consolidated with, merge into or transfer
		all or part of its properties and assets to the Company and (y) the
		Company may merge with an Affiliate incorporated solely for the purpose of
		reincorporating the Company in another jurisdiction to realize tax benefits;providedthat, in the case of a Restricted Subsidiary that
		merges into the Company, the Company will not be required to comply with the
		preceding Section 8.1(4).

SECTION 8.2.Successor Substituted.

Upon any consolidation of the Company with,
		or merger of the Company into, any other Person or any transfer, conveyance,
		sale, lease or other disposition of all or substantially all of the properties
		and assets of the Company as an entirety in accordance with Section 8.1, the
		Successor Company shall succeed to, and be substituted for, and may exercise
		every right and power of, the Company under this Indenture with the same effect
		as if such successor Person had been named as the Company herein, and
		thereafter, except in the case of a lease, the predecessor Person shall be
		relieved of all obligations and covenants under this Indenture and the
		Notes.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1.Supplemental Indentures Without Consent of
		holders.

Without the consent of any holder, the
		Company, the Trustee, the Principal Paying Agent, the Registrar, Luxembourg
		Transfer and Paying Agent may enter into one or more indentures supplemental
		hereto and may amend the Notes to:

(1) cure any ambiguity, omission, defect or
		inconsistency;

(2) provide for the assumption by a
		successor corporation of the obligations of the Company under this Indenture;

(3) provide for uncertificated Notes in
		addition to or in place of certificated Notes (providedthat
		the uncertificated Notes are issued in registered form for purposes of





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Section 163(f) of the Code, or in a
		manner such that the uncertificated Notes are described in Section 163(f)
		(2) (B) of the Code);

(4) add Guarantees with respect to the
		Notes;

(5) secure the Notes;

(6) add to the covenants of the Company for
		the benefit of the holders or surrender any right or power conferred upon the
		Company;

(7) make any change that does not adversely
		affect the rights of any holder; or

(8) provide for the appointment of a
		successor trustee; provided that the successor trustee is otherwise
		qualified and eligible to act as such under the terms of this Indenture.

SECTION 9.2.Supplemental Indentures with Consent of
		holders.

This Indenture and the Notes may be amended
		or supplemented with the consent of the holders of a majority in principal
		amount of the Notes then outstanding (including without limitation, consents
		obtained in connection with a purchase of, or tender offer or exchange offer
		for, Notes) and any past Default or compliance with any provisions may be
		waived, either retrospectively or prospectively, with the consent of the
		holders of a majority of in principal amount of the Notes then outstanding
		(including without limitation consents obtained in connection with a purchase
		of, or tender offer or exchange offer for, Notes). However, without the consent
		of each holder of an Outstanding Note affected thereby, no amendment,
		supplement or waiver may:

(1) reduce the amount of Notes whose holders
		must consent to an amendment, or

(2) reduce the stated rate of or extend the
		stated time for payment of interest on any Note, or

(3) reduce the principal of or extend the
		Stated Maturity of any Note, or

(4) reduce the premium payable upon the
		redemption or repurchase of any Note or change the time at which any Note may
		be redeemed or repurchased as described above under Make-Whole
		Redemption, Optional Tax Redemption or Change of
		control, whether through an amendment or waiver of provisions in the
		covenants, definitions or otherwise (except amendments to the definitions of
		Change of Control and Permitted holder), or

(5) make any Note payable in money other
		than that stated in the Note, or

(6) impair the right of any holder to
		receive payment of principal, premium, if any, and interest on such
		holders Notes on or after the due dates therefor or to institute suit for
		the enforcement of any payment on or with respect to such holders Notes,
		or





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(7) make any change in the amendment
		provisions which require each holders consent or in the waiver
		provisions.

If and so long as the Notes are listed on
		the Luxembourg Stock Exchange and the rules of such exchange so require, the
		Company will inform the Luxembourg Stock Exchange of any of the foregoing
		amendments, supplements and waivers and provide, if necessary, a notice to
		holders setting forth reasonable details in connection with any such
		amendments, supplements or waivers.

The consent of the holders is not necessary
		under this Indenture to approve the particular form of any proposed amendment
		or supplement. It is sufficient if such consent approves the substance of the
		proposed amendment or supplement. A consent to any amendment, supplement or
		waiver under this Indenture by any holder of Notes given in connection with a
		tender of such holders Notes will not be rendered invalid by such tender.
		After an amendment or supplement under this Indenture becomes effective, the
		Company is required to mail to the holders a notice briefly describing such
		amendment or supplement. However, the failure to give such notice to all the
		holders, or any defect in the notice will not impair or affect the validity of
		the amendment or supplement.

SECTION 9.3.Execution of Supplemental Indentures.

In executing, or accepting the additional
		trusts created by, any supplemental indenture permitted by this Article or the
		modifications thereby of the trusts created by this Indenture, the Trustee
		shall be entitled to receive, in addition to the documents required by Section
		1.2, and (subject to Section 6.1) shall be fully protected in relying upon, an
		Officers Certificate and an Opinion of Counsel stating that the execution
		of such supplemental indenture is authorized or permitted by this Indenture.
		The Trustee may, but shall not be obligated to, enter into any such
		supplemental indenture which affects the Trustees own rights, duties or
		immunities under this Indenture or otherwise.

SECTION 9.4.Effect of Supplemental Indentures.

Upon the execution of any supplemental
		indenture under this Article, this Indenture shall be modified in accordance
		therewith, and such supplemental indenture shall form a part of this Indenture
		for all purposes; and every holder of Notes theretofore or thereafter
		authenticated and delivered hereunder shall be bound thereby.

SECTION 9.5.Reference in Notes to Supplemental
		Indentures.

Notes authenticated and delivered after the
		execution of any supplemental indenture pursuant to this Article may, and shall
		if required by the Trustee, bear a notation in form approved by the Trustee as
		to any matter provided for in such supplemental indenture. If the Company shall
		so determine, new Notes so modified as to conform, in the opinion of the Board
		of Directors of the Company, to any such supplemental indenture may be prepared
		and executed by the Company and authenticated and delivered by the Trustee in
		exchange for Outstanding Notes. Any failure to make the appropriate notation on
		a new Note shall not affect the validity of such Note.





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ARTICLE X

COVENANTS

SECTION 10.1.Payment of Principal, Premium and
		Interest.

(a) The Company will duly and punctually pay
		the principal of (and premium, if any) and interest on the Notes in accordance
		with the terms of the Notes and this Indenture.

(b) All payments made by the Company on the
		Notes will be made without withholding or deduction for, or on account of, any
		present or future taxes, duties, assessments or governmental charges of
		whatever nature unless such withholding or deduction is then required by law.
		The Company hereby further agrees, subject to the limitations and exceptions
		set forth below, that if any deduction or withholding for any present or future
		taxes, duties, assessments or other governmental charges of (1) the
		jurisdiction (or any political subdivision or taxing authority thereof or
		therein) in which the Company is organized or otherwise considered, resident
		for tax purposes or (2) any jurisdiction from or through which payment on
		the Notes is made, or any political subdivision or governmental authority
		thereof or therein having the power to tax (each of clause (1) and (2), a
		Relevant Taxing Jurisdiction), shall at any time be required by
		such jurisdiction (or any such political subdivision or taxing authority) in
		respect of any amounts to be paid by the Company under the Notes, the Company
		will pay to each holder of a Note as additional interest, such additional
		amounts (Additional Amounts) as may be necessary in order that the
		net amounts paid to such holder of such Note, after such deduction or
		withholding, shall be equal to the amount such holder would have received in
		respect of such payment in the absence of such withholding or deduction;provided,however, the
		Company shall not be required to make any payment of Additional Amounts for or
		on account of:

(i) Any tax, assessment or other
		governmental charge which would not have been imposed but for (a) the
		existence of any present or former connection between such holder (or between a
		fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a
		power over, such holder, if such holder is an estate, trust, partnership,
		limited liability company or corporation) and the Relevant Taxing Jurisdiction
		(including being a citizen or resident or national of, or carrying on a
		business or maintaining a permanent establishment in the Relevant Taxing
		Jurisdiction) other than by the mere ownership or holding of such Note or
		enforcement of rights thereunder or the receipt of payments in respect thereof
		or (b) the presentation of a Note (where presentation is required) for
		payment on a date more than 30 days after (x) the date on which such
		payment became due and payable or (y) the date on which payment thereof is
		duly provided for, whichever occurs later (except to the extent that the holder
		would have been entitled to Additional Amounts had the Note been presented
		during such 30 day period);

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

(iii) Any tax, assessment or other
		governmental charge which is payable otherwise than by withholding from payment
		of (or in respect of) principal of, premium, if any, or any interest on,
		Notes;





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(iv) Any tax, assessment or other
		governmental charge that is imposed or withheld by reason of the failure to
		comply by the holder or the beneficial owner of the Note with a request of the
		Company addressed to the holder (a) to provide information, documents or
		other evidence concerning the nationality, residence or identity of the holder
		or such beneficial owner or (b) to make and deliver any declaration or
		other similar claim (other than a claim for refund of a tax, assessment or
		other governmental charge withheld by the Company) or satisfy any information
		or reporting requirements, which, in the case of (a) or (b), is required
		or imposed by a statue, treaty, regulation or administrative practice of the
		taxing jurisdiction as a precondition to exemption from all or part of such
		tax, assessment or other governmental charge;

(v) any withholding or deduction imposed on
		a payment to an individual and required to be made pursuant to the European
		Council Directive 2003/48/EC or any other Directive implementing the
		conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the
		taxation of savings income, or any law implementing or complying with, or
		introduced to conform to, these Directives;

(vi) any tax, assessment or other
		governmental charge that could have been avoided by the presentation (where
		presentation is required) by or on behalf of a holder of the relevant Note to
		another Paying Agent in a member state of the European Union; or

(vii) any combination of items (i), (ii),
		(iii), (iv), (v) and (vi) above;

nor shall Additional Amounts be paid with
		respect to any payment of the principal of, or any premium or interest on, any
		Note to any holder who is a fiduciary or partnership or limited liability
		company or other than the sole beneficial owner of such payment to the extent
		such payment would be required by the laws of the Relevant Taxing Jurisdiction
		to be included in the income for tax purposes of a beneficiary or settlor with
		respect to such fiduciary or a member of such partnership, limited liability
		company or beneficial owner who would not have been entitled to such Additional
		Amounts had it been the holder of such Note.

(c) At least ten days prior to each date on
		which any payment under or with respect to the Notes is due and payable (unless
		such obligation to pay Additional Amounts arises shortly before or after the
		tenth day prior to such date, in which case it shall be promptly thereafter),
		if the Company will be obligated to pay Additional Amounts with respect to such
		payment, the Company will deliver to the Trustee an Officers Certificate
		stating the fact that such Additional Amounts will be payable, the amounts so
		payable and will set forth such other information necessary to enable the
		Trustee to pay such Additional Amounts to holders on the payment date. Each
		such Officers Certificate shall be relied upon until receipt of a further
		Officers Certificate addressing such matters.

(d) If the Company conducts business in any
		jurisdiction (an Additional Taxing Jurisdiction) other than a
		Relevant Taxing Jurisdiction and, as a result, is required by the law of such
		Additional Taxing Jurisdiction to deduct or withhold any amount on account of
		taxes imposed by such Additional Taxing Jurisdiction from payments under the
		Notes, as the case may be, which would not have been required to be so deducted
		or withheld but for such conduct of





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business in such Additional Taxing
		Jurisdiction, the Additional Amounts provision described above shall be
		considered to apply to such holders as if references in such provision to taxes
		included taxes imposed by way of deduction or withholding by any such
		Additional Taxing Jurisdiction (or any political subdivision thereof or taxing
		authority therein).

(e) The Company will pay any present or
		future stamp, court or documentary taxes, or any other excise or property taxes
		(other than net wealth taxes or similar taxes imposed on the holder
		irrespective of such holders investment in the Notes and based on the
		total net value of the holders property), charge or similar levies that
		arise in any Relevant Taxing Jurisdiction from the execution, delivery,
		enforcement or registration of the Notes or any other document or instrument in
		relation thereto (other than a transfer of the Notes), and the Company will
		agree to indemnify the holders for any such Taxes paid by such holders.

(f) The foregoing obligations will survive
		any termination, defeasance or discharge of this Indenture and will apply
		mutatis mutandis to any jurisdiction in which any successor to a Company is
		organized or any political subdivision or taxing authority or agency thereof or
		therein.

SECTION 10.2.Maintenance of Office or Agency.

The Company will maintain in London, United
		Kingdom, an office or agency where Notes may be presented or surrendered for
		payment, where Notes may be surrendered for registration of transfer or
		exchange and where notices and demands to or upon the Company in respect of the
		Notes and this Indenture may be served. The Company hereby initially appoints
		the Trustee, its offices or agency for each of said purposes. The Company will
		give prompt written notice to the Trustee of the location, and any change in
		the location, of such office or agency. If at any time the Company shall fail
		to maintain any such required office or agency or shall fail to furnish the
		Trustee with the address thereof, such presentations, surrenders, notices and
		demands may be made or served at the Corporate Trust Office of the Trustee, and
		the Company hereby appoints the Trustee as its agent to receive all such
		presentations, surrenders, notices and demands.

The Company may also from time to time
		designate one or more other offices or agencies where the Notes may be
		presented or surrendered for any or all such purposes and may from time to time
		rescind such designations;providedthat no
		such designation or rescission shall in any manner relieve the Company of its
		obligation to maintain an office or agency in London, United Kingdom, for such
		purposes. The Company will give prompt written notice to the Trustee of any
		such designation or rescission and of any change in the location of any such
		other office or agency.

SECTION 10.3.Money for Note Payments to be Held in
		Trust.

If the Company shall at any time act as its
		own Principal Paying Agent, it will, on or before each due date of the
		principal of (and premium, if any) or interest on any of the Notes, segregate
		and hold in trust for the benefit of the Persons entitled thereto a sum
		sufficient to pay the principal (and premium, if any) or interest so becoming
		due until such sums shall be paid to





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such Persons or otherwise disposed of as
		herein provided and will promptly notify the Trustee of its action or failure
		so to act.

Whenever the Company shall have one or more
		Principal Paying Agents, it will, prior to each due date of the principal of
		(and premium, if any) or interest on any Notes, deposit with a Principal Paying
		Agent a sum sufficient to pay the principal (and premium, if any) or interest
		so becoming due, such sum to be held in trust for the benefit of the Persons
		entitled to such principal, premium or interest, and (unless such Principal
		Paying Agent is the Trustee) the Company will promptly notify the Trustee of
		its action or failure so to act.

The Company will cause each Principal Paying
		Agent other than the Trustee and Deutsche Bank AG, London Branch to execute and
		deliver to the Trustee an instrument in which such Principal Paying Agent shall
		agree with the Trustee, subject to the provisions of this Section, that such
		Principal Paying Agent will:

(1) hold all sums held by it for the payment
		of the principal of (and premium, if any) or interest on Notes in trust for the
		benefit of the Persons entitled thereto until such sums shall be paid to such
		Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default
		by the Company (or any other obligor upon the Notes) in the making of any
		payment of principal (and premium, if any) or interest; and

(3) at any time during the continuance of
		any such default, upon the written request of the Trustee, forthwith pay to the
		Trustee all sums so held in trust by such Principal Paying Agent.

The Company may at any time, for the purpose
		of obtaining the satisfaction and discharge of this Indenture or for any other
		purpose, pay, or by Company Order direct any Principal Paying Agent to pay, to
		the Trustee all sums held in trust by the Company or such Principal Paying
		Agent, such sums to be held by the Trustee upon the same trusts as those upon
		which such sums were held by the Company or such Principal Paying Agent; and,
		upon such payment by any Principal Paying Agent to the Trustee, such Principal
		Paying Agent shall be released from all further liability with respect to such
		money.

Any money deposited with the Trustee or any
		Principal Paying Agent, or then held by the Company, in trust for the payment
		of the principal of (and premium, if any) or interest on any Note and remaining
		unclaimed for two years after such principal (and premium, if any) or interest
		has become due and payable shall be paid to the Company on Company Request, or
		(if then held by the Company) shall be discharged from such trust; and the
		holder of such Note shall thereafter, as an unsecured general creditor, look
		only to the Company for payment thereof, and all liability of the Trustee or
		such Principal Paying Agent with respect to such trust money, and all liability
		of the Company as trustee thereof, shall thereupon cease;providedthat the Trustee or such Principal Paying Agent, before
		being required to make any such repayment, may at the expense of the Company
		mail to all registered holders or cause to be published once, in a newspaper
		published in the English language, customarily published on each Business Day
		and of general circulation in London and in The Grand Duchy of Luxembourg
		(which is expected to





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be theLuxemburger Wort), notice that such money remains unclaimed and that,
		after a date specified therein, which shall not be less than 30 days from the
		date of such mailing or publication, any unclaimed balance of such money then
		remaining will be repaid to the Company.

SECTION 10.4.Existence.

Subject to Article VIII, the Company will do
		or cause to be done all things necessary within its power to preserve and keep
		in full force and effect its existence, rights (charter and statutory) and
		franchises of the Company and its Subsidiaries;providedthat
		the Company shall not be required to preserve any such existence (except of the
		Company) right or franchise if the Board of Directors of the Company in good
		faith shall determine that the preservation thereof is no longer desirable in
		the conduct of the business of the Company and that the loss thereof is not
		disadvantageous in any material respect to the holders.

SECTION 10.5.Maintenance of Properties.

The Company will, and will cause its
		Subsidiaries to, in accordance with customary industry practices, maintain or
		cause to be maintained in good repair, working order and condition all Vessels
		and properties used or useful in their businesses;provided, however, that neither the Company nor its Subsidiaries shall be
		prevented from discontinuing those operations or suspending the maintenance of
		those Vessels or properties which, in the reasonable judgment of the Company or
		a Subsidiary of the Company (as the case may be), are no longer necessary or
		useful in the conduct of the Companys or such Subsidiarys
		business.

SECTION 10.6.Payment of Taxes and Other Claims.

The Company will pay or discharge or cause
		to be paid or discharged, before the same shall become delinquent, (1) all
		taxes, assessments and governmental charges levied or imposed upon the Company
		or any of its Subsidiaries or upon the income, profits or property of the
		Company or any of its Subsidiaries, and (2) all lawful claims for labor,
		materials and supplies which, if unpaid, might by law become a lien upon the
		property of the Company or any of its Subsidiaries;providedthat
		the Company shall not be required to pay or discharge or cause to be paid or
		discharged any such tax, assessment, charge or claim whose amount,
		applicability or validity is being contested in good faith by appropriate
		proceedings.

SECTION 10.7.Limitation on Indebtedness.

The Company will not, and will not permit
		any of its Restricted Subsidiaries to, Incur any Indebtedness;provided, however,that the Company may Incur Indebtedness, and any
		Restricted Subsidiary may Incur Indebtedness other than Capital Markets
		Indebtedness that is not Permitted Capital Markets Indebtedness, if on the date
		thereof:

(i)
			 the Consolidated Coverage Ratio for
				  the Company and its Restricted Subsidiaries is at least 2.00 to 1.00;
				  and






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(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.


The first paragraph of this Section 10.7
		will not prohibit the Incurrence of the following Indebtedness:

(i) Indebtedness of the Company or any
		Restricted Subsidiary (including, without limitation, Indebtedness incurred
		pursuant to guarantees made by Subsidiaries in respect of Credit Facilities)
		Incurred under this clause pursuant to one or more Credit Facilities in an
		aggregate amount at any time outstanding up to U.S.$1.5 billion;

(ii) Indebtedness of the Company owing to
		and held by any Restricted Subsidiary or Indebtedness of a Restricted
		Subsidiary owing to and held by the Company or any other Restricted Subsidiary;provided, however,

(a) any subsequent issuance or transfer of
		Capital Stock or any other event which results in any such Indebtedness being
		owed to a Person other than the Company or a Restricted Subsidiary of the
		Company; and

(b) any sale or other transfer of any such
		Indebtedness to a Person other than the Company or a Restricted Subsidiary of
		the Company shall be deemed, in each case, to constitute an Incurrence of such
		Indebtedness by the Company or such Subsidiary, as the case may be.

(iii) Indebtedness represented by the Notes
		issued on the Issue Date;

(iv) Refinancing Indebtedness Incurred with
		respect to any Indebtedness permitted to be incurred under the first paragraph
		hereof, any Existing Indebtedness or any Indebtedness permitted to be Incurred
		under clause (iii), this clause (iv), clause (v), and clause (vii) of this
		paragraph;

(v) Indebtedness of a Person Incurred and
		outstanding on the date on which such Person was acquired by, or merged into,
		the Company or any Restricted Subsidiary (other than Indebtedness Incurred
		(a) to provide all or any portion of the funds utilized to consummate the
		transaction or series of related transactions pursuant to which such Person
		became a Restricted Subsidiary or was otherwise acquired by the Company or
		(b) otherwise in connection with, or in contemplation of, such
		acquisition);provided,
		however,that at the time such Person
		is acquired by the Company, the Company would have been able to Incur
		1.00 of additional Indebtedness pursuant to the first paragraph of this
		covenant after giving effect to the Incurrence of such Indebtedness pursuant to
		this clause (v);

(vi) Indebtedness under any interest rate
		swap, foreign currency hedge, exchange or similar agreements to the extent
		entered into to hedge any other Indebtedness permitted under this Indenture or
		otherwise entered into in the ordinary course of business;





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(vii) Indebtedness (whether or not secured)
		Incurred to finance the replacement of a Vessel owned or leased under a
		Capitalized Lease Obligation by the Company or any Subsidiary of the Company
		secured by a Lien of the type described under clause (iv) of the
		definition of Permitted Liens upon a total loss, destruction,
		condemnation, confiscation, requisition, seizure, forfeiture or other taking of
		title to or use of such Vessel (providedthat
		such loss, destruction, condemnation, confiscation, requisition, seizure,
		forfeiture or other taking of title to or use of such Vessel was covered by
		insurance or resulted in the payment of compensation or similar payments to
		such Person) (collectively, a Total Loss) in an aggregate amount up
		to the Ready for Sea Cost for such replacement Vessel less all
		compensation, damages and other payments (including insurance proceeds other
		than in respect of business interruption insurance, protection and indemnity
		insurance or other third-party liability insurance) received from any Person in
		connection with the Total Loss in excess of amounts actually used to repay
		Indebtedness secured by the Vessel subject to the Total Loss;

(viii) Indebtedness of any Restricted
		Subsidiary pursuant to a Guarantee of Indebtedness of the Company;providedthat if such Indebtedness of the Company is Capital
		Markets Indebtedness, either (a) such Restricted Subsidiary simultaneously
		executes and delivers a supplemental indenture evidencing its Guarantee of
		payments of the Notes, on a ranking in right of payment at least equal to such
		Guarantee or (b) such Capital Markets Indebtedness is Permitted Capital
		Markets Indebtedness;

(ix) Indebtedness Incurred in respect of
		workers compensation claims, self-insurance obligations, performance,
		surety and similar bonds and completion guarantees provided by the Company or a
		Restricted Subsidiary in the ordinary course of business;

(x) Indebtedness arising from the honoring
		by a bank or other financial institution of a check, draft or similar
		instrument (except in the case of daylight overdrafts) drawn against
		insufficient funds in the ordinary course of business,provided,however, that such Indebtedness is extinguished within five
		business days of Incurrence; and

(xi) in addition to the items referred to in
		clauses (i) through (x) above, Indebtedness of the Company and its
		Restricted Subsidiaries in an aggregate outstanding principal amount which,
		when taken together with the principal amount of all other Indebtedness
		Incurred pursuant to this clause (xi) and then outstanding, will not
		exceed 150 million at any time outstanding.

For purposes of determining compliance with,
		and the outstanding principal amount of any particular Indebtedness Incurred
		pursuant to and in compliance with, this covenant:

(i) in the event that Indebtedness meets the
		criteria of more than one of the types of Indebtedness described in the first
		and second paragraphs of this covenant, the Company, in its sole discretion,
		may classify such item of Indebtedness on the date of Incurrence in part as one
		such type of Indebtedness and in part as any one or more other type of
		Indebtedness and may later re-classify all or a portion of such item of





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Indebtedness in any manner that complies
		with this covenant and only be required to include the amount and type of such
		re-classified Indebtedness as the type of Indebtedness to which it is
		re-classified;

(ii) Guarantees of, or obligations in
		respect of letters of credit relating to, Indebtedness which is otherwise
		included in the determination of a particular amount of Indebtedness shall not
		be included;

(iii) if obligations in respect of letters
		of credit are Incurred pursuant to a Credit Facility and are being treated as
		Incurred pursuant to clause (i) of the second paragraph above and the
		letters of credit relate to other Indebtedness, then such other Indebtedness
		shall not be included;

(iv) the principal amount of any
		Disqualified Stock of the Company or a Restricted Subsidiary will be equal to
		the greater of the maximum mandatory redemption or repurchase price (not
		including, in either case, any redemption or repurchase premium) or the
		liquidation preference thereof;

(v) Indebtedness permitted by this covenant
		need not be permitted solely by reference to one provision permitting such
		Indebtedness but may be permitted in part by one such provision and in part by
		one or more other provisions of this covenant permitting such Indebtedness;
		and

(vi) the amount of Indebtedness issued at a
		price that is less than the principal amount thereof will be equal to the
		amount of the liability in respect thereof determined in accordance with
		GAAP.

Accrual of interest, accrual of dividends,
		the accretion of accreted value, the payment of interest in the form of
		additional Indebtedness and the payment of dividends in the form of additional
		shares of Preferred Stock or Disqualified Stock will not be deemed to be an
		Incurrence of Indebtedness for purposes of this Section 10.7. The amount of any
		Indebtedness outstanding as of any date shall be (i) the accreted value
		thereof in the case of any Indebtedness issued with original issue discount and
		(ii) the principal amount or liquidation preference thereof, together with
		any interest thereon that is more than 30 days past due, in the case of
		any other Indebtedness.

If at any time an Unrestricted Subsidiary
		becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be
		deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such
		Indebtedness is not permitted to be Incurred as of such date under this Section
		10.7, the Company shall be in Default of this Section).

For purposes of determining compliance with
		any Euro-denominated restriction on the Incurrence of Indebtedness, the
		Euro-equivalent principal amount of Indebtedness denominated in a foreign
		currency shall be calculated based on the relevant currency exchange rate in
		effect on the date such Indebtedness was Incurred, in the case of term
		Indebtedness, or first committed, in the case of revolving credit Indebtedness;providedthat if such Indebtedness is Incurred to refinance
		other Indebtedness denominated in a foreign currency, and such refinancing
		would cause the applicable Euro-dominated restriction to be exceeded if
		calculated at





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the relevant currency exchange rate in
		effect on the date of such refinancing, such Euro-dominated restriction shall
		be deemed not to have been exceeded so long as the principal amount of such
		refinancing Indebtedness does not exceed the principal amount of such
		Indebtedness being refinanced. Notwithstanding any other provision of this
		covenant, the maximum amount of Indebtedness that the Company may Incur
		pursuant to this covenant shall not be deemed to be exceeded solely as a result
		of fluctuations in the exchange rate of currencies.

SECTION 10.8.Limitation on Liens on Capital Markets
		Indebtedness.

The Company will not, and will not permit
		any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or
		suffer to exist any Lien (other than Permitted Liens) upon any of its property
		or assets (including Capital Stock of Subsidiaries), whether owned on the Issue
		Date or acquired after that date, which Lien is securing any Capital Markets
		Indebtedness, unless contemporaneously with the Incurrence of such Lien
		effective provision is made to secure the Indebtedness due under this Indenture
		and the Notes equally and ratably with the Indebtedness secured by such Lien
		for so long as such Indebtedness is so secured.

SECTION 10.9.Change of Control.

(a) Upon the occurrence of a Change of
		Control, each holder will have the right to require the Company to repurchase
		all or any part (equal to 50,000 or an integral multiple of 1,000
		in excess thereof) of such holders Notes at a purchase price in cash
		equal to 101% of the principal amount of the Notes plus accrued and unpaid
		interest, if any, to the date of purchase (subject to the right of holders of
		record on the relevant record date to receive interest due on the relevant
		interest payment date) (the Change of Control Payment).

(b) Within 30 days following any Change of
		Control, the Company shall mail a notice (the Change of Control
		Offer) to each holder, with a copy to the Trustee, stating:

(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.


(c) On the Change of Control Payment Date,
		the Company will, to the extent lawful:

(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;






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(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.


The paying agent shall promptly mail to each
		holder of Notes so tendered the Change of Control Payment for such Notes, and
		the Trustee shall promptly authenticate and mail (or cause to be transferred by
		book entry) to each holder a new Note equal in principal amount to any
		unpurchased portion of the Notes surrendered, if any;providedthat
		each such new Note will be in a minimum principal amount of 50,000 or an
		integral multiple 1,000 in excess thereof.

(d) If the Change of Control Payment Date is
		on or after an interest record date and on or before the related interest
		payment date, any accrued and unpaid interest, if any, will be paid to the
		Person in whose name a Note is registered at the close of business on such
		record date, and no additional interest will be payable to holders who tender
		pursuant to the Change of Control Offer.

(e) The Company shall not be required to
		make a Change of Control Offer upon a Change of Control if a third party makes
		the Change of Control Offer in the manner, at the times and otherwise in
		compliance with the requirements set forth in this Indenture applicable to a
		Change of Control Offer made by the Company and purchases all Notes validly
		tendered and not withdrawn under such Change of Control Offer.

(f) The Company will comply, to the extent
		applicable, with the requirements of any applicable securities laws or
		regulations in connection with the repurchase of Notes pursuant to this
		covenant. To the extent that the provisions of any securities laws or
		regulations conflict with provisions of this Indenture, the Company will comply
		with the applicable securities laws and regulations and will not be deemed to
		have breached its obligations described in this Indenture by virtue of the
		conflict.

SECTION 10.10.Provision
		of Financial Information.

(a) For so long as any Notes are
		outstanding, the Company will provide to the Trustee the following
		reports:

(i) within 120 days after the end of the
		Companys fiscal year, annual reports, in a level of detail that is
		comparable in all material respects to that included in the Offering
		Memorandum, containing, to the extent applicable, the following information:
		(i) audited consolidated balance sheets of the Company as of the end of
		the two most recent fiscal years and audited consolidated income statements and
		statements of cash flow of the Company for the three most recent fiscal years,
		including complete footnotes to such financial statements and the report of the
		independent auditors on the financial statements; (ii) an operating and
		financial review of the audited financial statements, including a discussion of
		the results of operations, financial condition, and liquidity and





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capital resources of the Company, and a
		discussion of material commitments and contingencies and critical accounting
		policies; (iii) a description of the business, management and shareholders
		of the Company, all material affiliate transactions and a description of all
		material contractual arrangements, including material debt instruments;
		(iv) a description of material risk factors and material recent
		developments; (v) earnings before interest, taxes, depreciation and
		amortization; (vi) capital expenditures; and (vii) depreciation and
		amortization;

(ii) within 60 days following the end of the
		first three fiscal quarters in each fiscal year of the Company, quarterly
		financial statements of the Company containing the following information:
		(i) an unaudited condensed consolidated balance sheet as of the end of
		such quarter and unaudited condensed statements of income and cash flow for the
		most recent quarter and year-to-date periods ending on the unaudited condensed
		balance sheet date, and the comparable prior year period, together with
		condensed footnote disclosure; (ii) an operating and financial review of
		the unaudited financial statements, including a discussion of the results of
		operations, financial condition, and liquidity and capital resources of the
		Company, and a discussion of material commitments and contingencies and
		critical accounting polices; and (iii) material recent developments and
		any material changes to the risk factors disclosed in the most recent annual
		report; and

(iii) promptly after the occurrence of any
		material acquisition, disposition or restructuring of the Company and its
		Restricted Subsidiaries or any senior executive officer changes at the Company
		or change in auditors of the Company or any other material event that the
		Company or any of its Restricted Subsidiaries announces publicly, a report
		containing a description of such event.

(b) At any time that any of the
		Companys Subsidiaries are Unrestricted Subsidiaries, and such
		Unrestricted Subsidiaries individually or in the aggregate would, if they were
		a Restricted Subsidiary, constitute a Significant Subsidiary, then the
		quarterly and annual financial information required by (a) and
		(b) above will include a reasonably detailed presentation, either on the
		face of the financial statements or in the notes thereto, of the financial
		condition and results of operations of the Company and its Restricted
		Subsidiaries separate from the financial condition and results of operations of
		the Unrestricted Subsidiaries.

(c) All the financial statements shall be
		prepared in accordance with GAAP on a consistent basis for the periods
		presented. Except as provided for above, no report need include separate
		financial statements or information for the Company or Subsidiaries of the
		Company or any disclosure with respect to the results of operations or any
		other financial or statistical disclosure not of a type included in the
		Offering Memorandum or any reconciliation of GAAP to United States or
		other generally accepted accounting principles.

(d) Contemporaneously with the furnishing of
		each such report discussed above, the Company will also post such report on the
		Companys website or otherwise provide substantially comparable public
		availability of such report.

(e) So long as any of the Notes remain
		restricted securities within the meaning of Rule 501 under the U.S.
		Securities Act and during any period during which the Company is





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not subject to Section 13 or 15(d) of
		the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Company
		will make available to any prospective purchaser of the Notes or beneficial
		owner of Notes in connection with any sale thereof the information required by
		Rule 144A(d)(4) under the Securities Act. The Company will also make any of the
		foregoing information available during normal business hours at the offices of
		the listing agent in Luxembourg if and so long as the Notes are listed on the
		Euro MTF and the rules of that exchange so require.

SECTION 10.11.Statement by Officers as to Default; Compliance
		Certificates.

(a) The Company will deliver to the Trustee,
		within 120 days after the end of each fiscal year of the Company ending after
		the date hereof an Officers Certificate (one of the signers of which is
		the principal executive, financial or accounting officer of the Company),
		stating whether or not to the best knowledge of the signers thereof the Company
		is in default in the performance and observance of any of the terms, provisions
		and conditions of this Indenture and, if the Company shall be in default,
		specifying all such defaults and the nature and status thereof of which they
		may have knowledge.

(b) The Company shall deliver to the
		Trustee, as soon as possible and in any event within 10 days after the Company
		becomes aware or should reasonably become aware of the occurrence of a Default
		or Event of Default which is continuing, an Officers Certificate setting
		forth the details of such Default or Event of Default, and the action which the
		Company proposes to take with respect thereto.

SECTION 10.12.Listing.

The Company will use its commercially
		reasonable efforts to cause the Notes to be listed on the Luxembourg Stock
		Exchange (or, failing the approval of such listing, it will use its
		commercially reasonable efforts to cause the Notes to be listed on another
		stock exchange reasonably satisfactory to the Company and the initial
		purchasers) as soon as practicable and in any event prior to the first Interest
		Payment Date and cause that such listing continues for so long as any of the
		Notes are outstanding.

SECTION 10.13.Suspension of Covenants.

During any period of time that the Notes
		have an Investment Grade Rating from both Rating Agencies and no Event of
		Default has occurred and is continuing, the Company and its Restricted
		Subsidiaries shall not be subject to Sections 8.1 and 10.7 (together, the
		Suspended Covenants). If at any time the Notes credit rating
		is downgraded from an Investment Grade Rating by any Rating Agency, then the
		Suspended Covenants will thereafter be reinstated as if such covenants had
		never been suspended and be applicable pursuant to the terms of this Indenture
		(including in connection with performing any calculation or assessment to
		determine compliance with the terms of this Indenture), unless and until the
		Notes subsequently attain Investment Grade Rating (in which event the Suspended
		Covenants shall no longer be in effect for such time that the Notes maintain an
		Investment Grade Rating);provided,
		however, that no Default, Event of
		Default or breach of any kind shall be deemed to exist under this Indenture or
		the Notes with respect to the Suspended Covenants based on, and none of the
		Company shall





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bear any liability for, any actions taken or
		events occurring after the Notes attain Investment Grade Rating and before any
		reinstatement of such Suspended Covenants as provided above, or any actions
		taken at any time pursuant to any contractual obligation arising prior to such
		reinstatement, regardless of whether such actions or events would have been
		permitted if the applicable Suspended Covenants remained in effect during such
		period.

ARTICLE XI

LEGAL DEFEASANCE AND COVENANT
		DEFEASANCE

SECTION 11.1.Companys Option to Effect Legal Defeasance or
		Covenant Defeasance.

The Company (hereafter in this Article XI,
		the Defeasor) may, at any time, with respect to the Notes, elect to
		have either Section 11.2 or 11.3 be applied to all outstanding Notes and all
		obligations of the Company upon compliance with the conditions set forth below
		in this Article XI.

SECTION 11.2.Legal Defeasance and Discharge.

Upon the Defeasors exercise under
		Section 11.1 of the option applicable to this Section 11.2, the Company shall
		be deemed to have been discharged from its obligations with respect to all
		outstanding Notes on the date the conditions set forth below are satisfied
		(hereinafter, Legal Defeasance). For this purpose, such Legal
		Defeasance means that the Company shall be deemed to have paid and discharged
		all the obligations relating to the outstanding Notes and the Notes shall
		thereafter be deemed to be outstanding only for the purposes of
		Sections of this Indenture referred to below in this Section 11.2, and to have
		satisfied all of their other obligations under such Notes and this Indenture
		and cured all then existing Events of Default (and the Trustee, on demand of
		and at the expense of the Company, shall execute proper instruments
		acknowledging the same), except for the following which shall survive until
		otherwise terminated or discharged hereunder: (a) the rights of holders of
		outstanding Notes to receive payments in respect of the principal of, premium,
		if any, interest and Additional Amounts, if any, on such Notes when such
		payments are due or on the Redemption Date solely out of the Defeasance Trust
		created pursuant to this Indenture; (b) the Companys obligations with
		respect to Notes concerning issuing temporary Notes, or, where relevant,
		registration of such Notes, mutilated, destroyed, lost or stolen Notes and the
		maintenance of an office or agency for payment and money for security payments
		held in trust; (c) the rights, powers, trusts, duties and immunities of the
		Trustee, and the Companys obligations in connection therewith; and (d)
		this Article XI.

Subject to compliance with this Article XI,
		the Defeasor may exercise its option under this Section 11.2 notwithstanding
		the prior exercise of its option under Section 11.3 with respect to the
		Notes.

SECTION 11.3.Covenant Defeasance.

Upon the Defeasors exercise under
		Section 11.1 of the option applicable to this Section 11.3, the Company shall
		be released from any obligations under the covenants contained





72



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in Article X (other than Sections 10.1,
		10.2, 10.4, 10.10(e), 10.11), Section 5.15 and clauses (1), (2) and (4) of
		Section 8.1 hereof with respect to the outstanding Notes on and after the date
		the conditions set forth below are satisfied (hereinafter, Covenant
		Defeasance), and the Notes shall thereafter be deemed not
		outstanding for the purposes of any direction, waiver, consent or
		declaration or act of holders of the Notes (and the consequences of any
		thereof) in connection with such covenants, but shall continue to be deemed
		outstanding for all other purposes hereunder (it being understood
		that such Notes shall not be deemed outstanding for accounting purposes). For
		this purpose, such Covenant Defeasance means that, (i) with respect to the
		outstanding Notes, the Company may omit to comply with and shall have no
		liability in respect of any term, condition or limitation set forth in any such
		covenant, whether directly or indirectly, by reason of any reference elsewhere
		herein to any such covenant or by reason of any reference in any such covenant
		to any other provision herein or in any other document and (ii) payment on the
		Notes may not be accelerated because of an Event of Default specified in
		Section 5.1(4), (5), (6), (7) through (11) (with respect only to Subsidiaries)
		or (12), or 8.1(3).

SECTION 11.4.Conditions to Legal Defeasance or
		Covenant Defeasance.

The following shall be the conditions to
		application of either Section 11.2 or Section 11.3 to the then outstanding
		Notes:

(1) the Defeasor shall have irrevocably
		deposited in trust (the Defeasance
		Trust), with the Trustee for the
		benefit of the holders of the Notes, euro or euro-denominated Government
		Obligations in such amounts as will be sufficient for the payment of principal,
		premium, if any, interest and Additional Amounts, if any, on the Notes to
		redemption or maturity, as the case may be.

(2) In the case of Legal Defeasance, (i) the
		Company shall have delivered to the Trustee an Opinion of Counsel from United
		States counsel stating that (x) the Company has received from, or there has
		been published by, the Internal Revenue Service a ruling, or (y) since the date
		of this Indenture there has been a change in the applicable United States
		Federal income tax law, in either case to the effect that, and based thereon
		such opinion shall confirm that, the holders of the Outstanding Notes will not
		recognize gain or loss for United States Federal income tax purposes as a
		result of such deposit, Legal Defeasance and discharge and will be subject to
		United States Federal income tax on the same amount, in the same manner and at
		the same times as would have been the case if such deposit, Legal Defeasance
		and discharge had not occurred, and (ii) the Company shall have delivered to
		the Trustee an Opinion of Counsel from Swedish counsel stating that holders
		will not recognize income, gain or loss for Swedish tax purposes as a result of
		such deposit, defeasance and discharge and will be subject to Swedish taxes on
		the same amounts, in the same manner and at the same times as would have been
		the case if such deposit, defeasance and discharge had not occurred.

(3) In the case of Covenant Defeasance,
		(i) the Company shall have delivered to the Trustee an Opinion of Counsel
		from United States counsel to the effect that the holders of the Outstanding
		Notes will not recognize gain or loss for United States Federal income tax
		purposes as a result of such deposit and covenant defeasance and will be
		subject to United States Federal income tax on the same amount, in the same
		manner and





73



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at the same times as would have been the
		case if such deposit and covenant defeasance had not occurred, and (ii) the
		Company shall have delivered to the Trustee an Opinion of Counsel from Swedish
		counsel stating that holders will not recognize income, gain or loss for Sweden
		Federal income tax or other tax purposes as a result of such deposit and
		covenant defeasance and will be subject to Sweden Federal income tax and other
		taxes on the same amounts, in the same manner and at the same times as would
		have been the case if such deposit and covenant defeasance had not
		occurred.

(4) The Company shall have delivered to the
		Trustee an Officers Certificate to the effect that the Notes, if then
		listed on any securities exchange, will not be delisted as a result of such
		deposit.

(5) No Default or Event of Default shall
		have occurred and be continuing on the date of such deposit or, insofar as
		Subsections 5.1(7) through (11) is concerned, at any time during the period
		ending on the 121st day after the date of such deposit (it being understood
		that this condition shall not be deemed satisfied until the expiration of such
		period).

(6) Such defeasance or covenant defeasance
		shall not result in a breach or violation of, or constitute a default under,
		any other agreement or instrument to which the Company is a party or by which
		it is bound.

(7) The Company shall have delivered to the
		Trustee an Officers Certificate and an Opinion of Counsel, each stating
		that all conditions precedent provided for relating to either Legal Defeasance
		under Section 11.2 or Covenant Defeasance under Section 11.3 (as the case may
		be) have been complied with.

(8) Such defeasance or covenant defeasance
		shall not result in the trust arising from such deposit constituting an
		investment company as defined in the Investment Company Act of 1940, as
		amended, or such trust shall be qualified under such act or exempt from
		regulation thereunder.

SECTION 11.5.Deposited Money and Government
		Obligations to be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last
		paragraph of Section 10.3, all money and Government Obligations (including the
		proceeds thereof) deposited with the Trustee pursuant to Section 11.4 in
		respect of the Notes shall be held in trust and applied by the Trustee, in
		accordance with the provisions of such Notes and this Indenture, to the
		payment, either directly or through any Principal Paying Agent (including the
		Company acting as its own Principal Paying Agent) as the Trustee may determine,
		to the holders of such Notes, of all sums due and to become due thereon in
		respect of principal (and premium, if any) and interest, but such money need
		not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the
		Trustee against any tax, fee or other charge imposed on or assessed against the
		Government Obligations deposited pursuant to Section 11.4 or the principal and
		interest received in respect thereof other than any such tax, fee or other
		charge which by law is for the account of the holders of the Outstanding
		Notes.





74



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Anything in this Article XI to the contrary
		notwithstanding, the Trustee shall deliver or pay to the Company from time to
		time upon Company Request any money or Government Obligations held by it as
		provided in Section 11.4 which, in the opinion of a nationally recognized firm
		of independent public accountants expressed in a written certification thereof
		delivered to the Trustee, are in excess of the amount thereof which would then
		be required to be deposited to effect an equivalent defeasance or covenant
		defeasance.

SECTION 11.6.Reinstatement.

If the Trustee or the Principal Paying Agent
		is unable to apply any money in accordance with Section 11.2 or 11.3 by reason
		of any order or judgment of any court or governmental authority enjoining,
		restraining or otherwise prohibiting such application, then the Companys
		obligations under this Indenture and the Notes shall be revived and reinstated
		as though no deposit had occurred pursuant to this Article XI until such time
		as the Trustee or Principal Paying Agent is permitted to apply all such money
		in accordance with Section 11.2 or 11.3;providedthat if
		the Company makes any payment of principal of (and premium, if any) or interest
		on any Note following the reinstatement of its obligations, the Company shall
		be subrogated to the rights of the holders of such Notes to receive such
		payment from the money held by the Trustee or the Principal Paying
		Agent.

This instrument may be executed in any
		number of counterparts, each of which so executed shall be deemed to be an
		original, but all such counterparts shall together constitute but one and the
		same instrument.





75



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



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


[Continues on next page.]





---





DEUTSCHE TRUSTEE COMPANY
				   LIMITED, as TrusteeBy:Name:Title:




DEUTSCHE BANK AG, LONDON BRANCH, as
				  Principal Paying AgentBy:Name:Title:




Acknowledged and agreed byDEUTSCHE BANK LUXEMBOURG S.A., as
				  Registrar, Luxembourg Transfer and Principal Paying AgentBy:Name:Title:






---



EXHIBIT A  TO THE
				  INDENTURE


[FORM OF FACE OF GLOBAL NOTE]

[INSERT IN U.S. GLOBAL NOTE: THIS SECURITY
		HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES
		ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
		THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
		ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
		ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
		SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF THIS SECURITY, BY ITS
		ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
		ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
		TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION
		TERMINATION DATE) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
		DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
		ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
		ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
		DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
		ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
		PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS
		DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
		ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
		GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
		OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S
		UNDER THE SECURITIES ACT, (E) TO ANY INSTITUTIONAL ACCREDITED
		INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
		SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
		SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
		ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
		SECURITIES OF 250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
		FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
		SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
		REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS
		AND THE TRUSTEES RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
		TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
		CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
		LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
		RESTRICTION TERMINATION DATE.]





A-1



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STENA AB (PUBL)

6.125% Senior Note due 2017

ISIN: XS0285177183

Common Code: 028517718

No.____
			 300,000,000


STENA AB (PUBL), a public company limited by
		shares incorporated under the laws of the Kingdom of Sweden (the
		Company, which term includes any successor corporation), for value
		received promises to pay BT Globenet Nominees Limited or registered assigns
		upon surrender hereof the principal sum indicated on Schedule A hereof, on
		February 1, 2017.

Interest Payment Dates: February 1 and
		August 1, commencing August 1, 2007.

Record Dates: January 15 and July 15
		immediately preceding each Interest Payment Date.

Reference is made to the further provisions
		of this Note contained herein, which will for all purposes have the same effect
		as if set forth at this place.





A-2



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IN WITNESS WHEREOF, the Company has caused
		this Note to be signed manually or by facsimile by its duly authorized
		officer.



STENA AB (PUBL)  as
				  CompanyBy:Name:Title:




This is one of the Notes referred to
				  in the above-mentioned Indenture: DEUTSCHE TRUSTEE COMPANY LIMITED  as
				  TrusteeBy:Name:Title:


Dated:





A-3



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[FORM OF REVERSE]

STENA AB (PUBL)

6.125% Senior Note due 2017

(1)Interest. STENA
		AB (PUBL), a public company limited by shares incorporated under the laws of
		the Kingdom of Sweden (the Company), promises to pay interest on
		the principal amount of this Note at the rate and in the manner specified
		below. Interest on the Notes will compound at the rate of 6.125% per annum on
		the principal amount then outstanding, and be payable semi-annually in arrears
		on each February 1 and August 1, or if any such day is not a Business Day, on
		the next succeeding Business Day, commencing August 1, 2007, to the holder
		hereof. Notwithstanding any exchange of this Note for a Definitive Note during
		the period starting on a Record Date relating to such Definitive Note and
		ending on the immediately succeeding interest payment date, the interest due on
		such interest payment date shall be payable to the Person in whose name this
		Global Note is registered at the close of business on the Record Date for such
		interest. Interest on the Notes will accrue from the most recent date to which
		interest has been paid or, if no interest has been paid, from February 8, 2007.
		Interest will be computed on the basis of a 360-day year comprised of twelve
		30-day months.

The Company shall pay interest on overdue
		principal and on overdue installments of interest and on any Additional Amounts
		at the rate of interest borne on the Notes. Any interest paid on this Note
		shall be increased to the extent necessary to pay Additional Amounts as set
		forth herein.

(2) Additional Amounts.

(a) The Company will duly and punctually pay
		the principal of (and premium, if any) and interest on the Notes in accordance
		with the terms of the Notes and the Indenture.

(b) All payments made by the Company on the
		Notes will be made without withholding or deduction for, or on account of, any
		present or future taxes, duties, assessments or governmental charges of
		whatever nature unless such withholding or deduction is then required by law.
		The Company hereby further agrees, subject to the limitations and exceptions
		set forth below, that if any deduction or withholding for any present or future
		taxes, duties, assessments or other governmental charges of (1) the
		jurisdiction (or any political subdivision or taxing authority thereof or
		therein) in which the Company is organized or otherwise considered, resident
		for tax purposes or (2) any jurisdiction from or through which payment on
		the Notes is made, or any political subdivision or governmental authority
		thereof or therein having the power to tax (each of clause (1) and (2), a
		Relevant Taxing Jurisdiction), shall at any time be required by
		such jurisdiction (or any such political subdivision or taxing authority) in
		respect of any amounts to be paid by the Company under the Notes, the Company
		will pay to each holder of a Note as additional interest, such additional
		amounts (Additional Amounts) as may be necessary in order that the
		net amounts paid to such holder of such Note, after such deduction or
		withholding, shall be equal to the amount such holder would have received in
		respect of such payment in the absence of such withholding or deduction;provided,however, the
		Company shall not be required to make any payment of Additional Amounts for or
		on account of:





A-4



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(i) Any tax, assessment or other
		governmental charge which would not have been imposed but for (a) the
		existence of any present or former connection between such holder (or between a
		fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a
		power over, such holder, if such holder is an estate, trust, partnership,
		limited liability company or corporation) and the Relevant Taxing Jurisdiction
		(including being a citizen or resident or national of, or carrying on a
		business or maintaining a permanent establishment in the Relevant Taxing
		Jurisdiction) other than by the mere ownership or holding of such Note or
		enforcement of rights thereunder or the receipt of payments in respect thereof
		or (b) the presentation of a Note (where presentation is required) for
		payment on a date more than 30 days after (x) the date on which such
		payment became due and payable or (y) the date on which payment thereof is
		duly provided for, whichever occurs later (except to the extent that the holder
		would have been entitled to Additional Amounts had the Note been presented
		during such 30 day period);

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

(iii) Any tax, assessment or other
		governmental charge which is payable otherwise than by withholding from payment
		of (or in respect of) principal of, premium, if any, or any interest on,
		Notes;

(iv) Any tax, assessment or other
		governmental charge that is imposed or withheld by reason of the failure to
		comply by the holder or the beneficial owner of the Note with a request of the
		Company addressed to the holder (a) to provide information, documents or
		other evidence concerning the nationality, residence or identity of the holder
		or such beneficial owner or (b) to make and deliver any declaration or
		other similar claim (other than a claim for refund of a tax, assessment or
		other governmental charge withheld by the Company) or satisfy any information
		or reporting requirements, which, in the case of (a) or (b), is required
		or imposed by a statue, treaty, regulation or administrative practice of the
		taxing jurisdiction as a precondition to exemption from all or part of such
		tax, assessment or other governmental charge;

(v) any withholding or deduction imposed on
		a payment to an individual and required to be made pursuant to the European
		Council Directive 2003/48/EC or any other Directive implementing the
		conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the
		taxation of savings income, or any law implementing or complying with, or
		introduced to conform to, these Directives;

(vi) any tax, assessment or other
		governmental charge that could have been avoided by the presentation (where
		presentation is required) by or on behalf of a holder of the relevant Note to
		another Paying Agent in a member state of the European Union; or

(vii) any combination of items (i), (ii),
		(iii), (iv), (v) and (vi) above;

nor shall Additional Amounts be paid with
		respect to any payment of the principal of, or any premium or interest on, any
		Note to any holder who is a fiduciary or partnership or limited liability
		company or other than the sole beneficial owner of such payment to the extent
		such payment would be required by the laws of the Relevant Taxing Jurisdiction
		to be included in





A-5



---



the income for tax purposes of a beneficiary
		or settlor with respect to such fiduciary or a member of such partnership,
		limited liability company or beneficial owner who would not have been entitled
		to such Additional Amounts had it been the holder of such Note.

(c) At least ten days prior to each date on
		which any payment under or with respect to the Notes is due and payable (unless
		such obligation to pay Additional Amounts arises shortly before or after the
		tenth day prior to such date, in which case it shall be promptly thereafter),
		if the Company will be obligated to pay Additional Amounts with respect to such
		payment, the Company will deliver to the Trustee an Officers Certificate
		stating the fact that such Additional Amounts will be payable, the amounts so
		payable and will set forth such other information necessary to enable the
		Trustee to pay such Additional Amounts to holders on the payment date. Each
		such Officers Certificate shall be relied upon until receipt of a further
		Officers Certificate addressing such matters.

(d) If the Company conducts business in any
		jurisdiction (an Additional Taxing Jurisdiction) other than a
		Relevant Taxing Jurisdiction and, as a result, is required by the law of such
		Additional Taxing Jurisdiction to deduct or withhold any amount on account of
		taxes imposed by such Additional Taxing Jurisdiction from payments under the
		Notes, as the case may be, which would not have been required to be so deducted
		or withheld but for such conduct of business in such Additional Taxing
		Jurisdiction, the Additional Amounts provision described above shall be
		considered to apply to such holders as if references in such provision to taxes
		included taxes imposed by way of deduction or withholding by any such
		Additional Taxing Jurisdiction (or any political subdivision thereof or taxing
		authority therein).

(e) The Company will pay any present or
		future stamp, court or documentary taxes, or any other excise or property taxes
		(other than net wealth taxes or similar taxes imposed on the holder
		irrespective of such holders investment in the Notes and based on the
		total net value of the holders property), charge or similar levies that
		arise in any Relevant Taxing Jurisdiction from the execution, delivery,
		enforcement or registration of the Notes or any other document or instrument in
		relation thereto (other than a transfer of the Notes), and the Company will
		agree to indemnify the holders for any such Taxes paid by such holders.

(f) The foregoing obligations will survive
		any termination, defeasance or discharge of this Indenture and will apply
		mutatis mutandis to any jurisdiction in which any successor to a Company is
		organized or any political subdivision or taxing authority or agency thereof or
		therein.

Upon request, the Company will provide the
		Trustee with documentation satisfactory to the Trustee evidencing the payment
		of Additional Amounts. Copies of such documentation will be made available to
		the holders of the Notes upon request.

(3)Method of Payment. The Company shall pay interest on the Notes (except
		defaulted interest) to the Person in whose name this Note is registered at the
		close of business on the Record Date for such interest. Holders of Notes must
		surrender Notes to a Principal Paying Agent to collect principal payments. The
		Company shall pay principal and interest in euro. Immediately available funds
		for the payment of the principal of, premium, if any, interest and Additional
		Amounts, if any, on this Note due on any interest payment date, Maturity Date,
		Redemption Date or other repurchase date will be made available to the
		Principal Paying Agent at 12.00 p.m. London time on each Interest Payment Date
		and the





A-6



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Maturity Date to permit the Principal Paying
		Agent to pay such funds to the holders on such respective dates.

(4)Principal Paying Agent. Initially, Deutsche Bank AG, London
		Branchwill act as Principal Paying Agent. In the event that a
		Principal Paying Agent or Transfer Agent is replaced, the Company will publish
		such notice thereof if and so long as the Notes are Global Notes and are listed
		on the Luxembourg Stock Exchange and the rules of such stock exchange shall so
		require, in a newspaper having a general circulation in The Grand Duchy of
		Luxembourg (which is expected to be theLuxemburger Wort) and (in the case of Definitive Notes), in addition to
		such publication, mail such notice by first-class mail to each holders
		registered address. The Company or any of its Subsidiaries may act as Principal
		Paying Agent or Registrar for the Notes.

(5)Indenture. The
		Company issued the Notes under an Indenture, dated as of February 8, 2007 (the
		Indenture), among the Company, Deutsche Trustee Company Limited as
		Trustee, Deutsche Bank AG, London Branch, Principal Paying Agent and Deutsche
		Bank Luxembourg S.A. as Registrar, Luxembourg Transfer and Principal Paying
		Agent. This Note is one of a duly authorized issue of Notes of the Company
		designated as its 6.125% Senior Notes due 2017 (the Notes). The
		terms of the Notes include those stated in the Indenture. Notwithstanding
		anything to the contrary herein, the Notes are subject to all such terms, and
		holders of the Notes are referred to the Indenture for a statement of them. The
		Notes are general obligations of the Company. Each holder of the Notes, by
		accepting a Note, agrees to be bound by all of the terms and provisions of the
		Indenture, as the same may be amended from time to time.

(6)Ranking. The
		Notes will be general unsecured, senior obligations of the Company.

(7)Make-Whole Redemption. The Notes may be redeemed, in whole or in part, at any
		time at the option of the Company upon not less than 30 nor more than 60
		days prior notice, at a redemption price equal to 100% of the principal
		amount of the Notes redeemed plus the Applicable Premium and accrued and unpaid
		interest, if any, to, but not including, the applicable redemption date
		(subject to the right of Holders of record on the relevant record date to
		receive interest due on the relevant interest payment date).:

For purposes of this make-whole redemption,
		Applicable Premium means, with respect to any Note on the
		applicable redemption date, the greater of:

(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 February 1, 2017 (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.






A-7



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For purposes of this make-whole redemption,
		Bund Rate means the yield-to-maturity at the time of computation of
		direct obligations of the Federal Republic of Germany (BundsorBundesanleihen) with a constant maturity (as officially compiled and
		published in the most recent financial statistics that have become publicly
		available at least two Business Days (but not more than five Business Days)
		prior to the redemption date (or, if such financial statistics are not so
		published or available, at least two business Days (but not more than five
		business Days) prior to the redemption date (or, if such financial statistics
		are not so published or available, any publicly available source of similar
		market data selected by the Company in good faith) most nearly equal to the
		period from the Redemption Date to February 1, 2017;provided,however, that if the period from the redemption ate to February
		1, 2017 is not equal to the constant maturity of a direct obligation of the
		Federal Republic of Germany for which a weekly average yield is given, the Bund
		Rate shall be obtained by linear interpolation (calculated to the nearest
		one-twelfth of a year) from the weekly average yields of direct obligations of
		the Federal Republic of Germany for which such yields are given, except that if
		the period from such Redemption Date to February 1, 2017 is less than one year,
		the weekly average yield on actually traded direct obligations of the Federal
		Republic of Germany adjusted to a constant maturity of one year shall be
		used.

(8)Optional Tax Redemption. The Notes may be redeemed at the option o the Company,
		in whole but not in part, upon not less than 30 nor more than 60 days
		notice given as provided in the Indenture, at any time at a Redemption Price
		equal to the principal amount thereof plus accrued interest to the date fixed
		for redemption if, as a result of any change in or amendment to the laws or any
		regulations or ruling promulgated thereunder of the jurisdiction (or of any
		political subdivision or taxing authority thereof or therein) in which the
		Company is resident for tax purposes or any change in the official application
		or interpretation of such laws, regulations or rulings, or any change in the
		official application or interpretation of, or any execution of or amendment to,
		any treaty or treaties affecting taxation to which such jurisdiction (or such
		political subdivision or tax authority) is a party (a Change in Tax
		Law), which becomes effective on or after the date of the Indenture, the
		Company is or would be required on the next succeeding Interest Payment Date to
		pay additional amounts with respect to the Notes as described under Section
		10.1 of the Indenture and the payment of such additional amounts cannot be
		avoided by the use of any reasonable measures available to the Company.

The Notes may also be redeemed at the option
		of the Company, in whole but not in part, upon not less than 30 nor more than
		60 days notice given as provided in the Indenture at any time at a
		Redemption Price equal to the principal amount thereof plus accrued interest to
		the date fixed for redemption if the Person formed by a consolidation or
		amalgamation of the Company or into which the Company is merged or to which the
		Company conveys, transfers or leases its properties and assets substantially as
		an entirety, or that succeeds to all of the Companys rights and
		obligations under the Notes and the Indenture pursuant to any scheme of
		arrangement or other transaction, is required, as a consequence of such
		consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of
		arrangement or other transaction, is or would be required on the next
		succeeding Interest Payment Date to pay additional amounts (as described under
		Section 10.1 of the Indenture) in respect of any tax, assessment or
		governmental charge imposed on any Holder.

The Company will also pay, or make available
		for payment, to Holders on the redemption date any additional amounts (as
		described under Payment of additional amounts below) resulting from
		the payment of such redemption price.





A-8



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(9)Notice of Redemption. Notice of redemption will be given at least 30 days
		but not more than 60 days before the Redemption Date, or Tax Redemption Date,
		as the case may be in accordance with Section 1.6 of the Indenture and, in the
		event the Notes are in the form of Definitive Notes, by mailing first-class
		mail, with a copy to the Trustee, postage prepaid, to each holders
		respective address as it appears on the registration books of the Registrar.

Notes in denominations of 50,000 may
		be redeemed only in whole. The Trustee may select for redemption portions
		(equal to 50,000 and any integral multiple of 1,000 in excess
		thereof) of the principal of Notes that have denominations larger than
		50,000.

Except as set forth in the Indenture, from
		and after any Redemption Date, if monies for the redemption of the Notes called
		for redemption shall have been deposited with the Principal Paying Agent for
		redemption on such Redemption Date, then, unless the Company defaults in the
		payment of such Redemption Price, the Notes called for redemption will cease to
		bear interest and Additional Amounts, if any, and the only right of the holders
		of such Notes will be to receive payment of the Redemption Price.

(10)Change of Control Offer. Upon the occurrence of a Change of Control, the
		Company will be required to make a Change of Control Offer to purchase all or
		any part (equal to 50,000 and any integral multiple of 1,000
		in excess thereof) of the Notes on the Change of Control Payment Date at a
		purchase price in cash equal to 101% of the aggregate principal amount thereof
		plus accrued and unpaid interest, if any, to the date of purchase (subject to
		the right of holders of record on the relevant Record Date to receive interest
		due on the relevant interest payment date). Holders of Notes that are subject
		to a Change of Control Offer will receive a Change of Control Offer from the
		Company prior to any related Change of Control Payment Date and may elect to
		have such Notes purchased by completing the form entitled Option of
		Holder to Elect Purchase appearing below.

(11)Denominations; Form. The Global Notes are in registered global form,
		without coupons, in denominations of 50,000 and any integral multiples of
		1,000 in excess thereof.

(12)Persons Deemed Owners. The registered holder of this Note shall be treated as
		the owner of it for all purposes, subject to the terms of the Indenture.

(13)Unclaimed Funds.
		If funds for the payment of principal, interest, premium or Additional Amounts
		remain unclaimed for one year, the Trustee and the Principal Paying Agents will
		repay the funds to the Company at its written request. After that, all
		liability of the Trustee and such Principal Paying Agents with respect to such
		funds shall cease.

(14)Legal Defeasance and Covenant Defeasance. The Company may be discharged from its obligations
		under the Indenture and the Notes except for certain provisions thereof
		(Legal Defeasance), and may be discharged from its obligations to
		comply with certain covenants contained in the Indenture (Covenant
		Defeasance), in each case upon satisfaction of certain conditions
		specified in the Indenture.

(15)Amendment; Supplement; Waiver. Subject to certain exceptions specified in the
		Indenture, the Indenture or the Notes may be amended or supplemented with the
		consent of the holders of a majority in principal amount of such Notes then
		outstanding, and, subject to certain exceptions, any past default or compliance
		with any provisions of the Indenture or





A-9



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the Notes may be waived with the consent of
		the holders of a majority in principal amount of such Notes then outstanding.

(16)Restrictive Covenants. The Indenture imposes certain covenants that, among
		other things, limit the ability of the Company and its Restricted Subsidiaries
		to incur additional Indebtedness, create certain Liens on Capital Markets
		Indebtedness and consummate certain mergers, consolidations and amalgamations
		or sales of all or substantially all assets. The limitations are subject to a
		number of important qualifications and exceptions. The Company must annually
		report to the Trustee on compliance with such limitations.

(17)Successors. When
		a successor assumes all the obligations of its predecessor under the Notes and
		the Indenture in accordance with the terms of the Indenture, the predecessor
		will be released from those obligations.

(18)Defaults and Remedies. If an Event of Default (other than an Event of Default
		specified in Sections (7) through (11) of Section 5.1 of the Indenture) occurs
		and is continuing, the Trustee by notice to the Company or the holders of at
		least 25% in principal amount of the outstanding Notes may declare all the
		Notes to be due and payable immediately in the manner and with the effect
		provided in the Indenture. Holders of Notes may not enforce the Indenture or
		the Notes except as provided in the Indenture. The Trustee is not obligated to
		enforce the Indenture or the Notes unless it has received indemnity
		satisfactory to it. The Indenture permits, subject to certain limitations
		therein provided, holders of a majority in aggregate principal amount of the
		Notes then outstanding to direct the Trustee in its exercise of any trust or
		power. The Trustee may withhold from holders of the Notes notice of any
		continuing Default or Event of Default (except a Default in payment of
		principal, premium, interest and Additional Amounts, if any, including an
		accelerated payment) if and so long as the Trustee in good faith determines
		that withholding such notice is in their interest.

(19)Trustee Dealings with Company. The Trustee under the Indenture, in its individual or
		any other capacity, may become the owner or pledgee of Notes and may otherwise
		deal with the Company, its Subsidiaries or their respective Affiliates as if it
		were not the Trustee.

(20)No Recourse Against Others. No director, officer, employee, or shareholder of the
		Company or any Restricted Subsidiary, as such, shall have any liability for any
		obligations of the Company or any Restricted Subsidiary 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 of the Notes by accepting a Note
		waives and releases all such liability. The waiver and release are part of the
		consideration for issuance of the Notes.

(21)Authentication.
		This Note shall not be valid until the Trustee or authenticating agent signs
		the certificate of authentication on this Note.

(22)Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a
		holder of a Note 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). Unless otherwise defined herein, terms defined in
		the Indenture are used herein as defined therein.





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(23)ISINs and Common Codes. The Company will cause ISIN and Common Codes to be
		printed on the Notes. No representation is made as to the accuracy of such
		numbers as printed on the Notes and reliance may be placed only on the other
		identification numbers printed hereon.

(24)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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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of
		this Note shall be ______. The following decreases/increases in the
		principal amount at maturity of this Note have been made:



Date
				  ofDecrease/Increase
			 
			 Decrease
				  inPrincipalAmount atMaturity
			 
			 Increase
				  inPrincipalAmount atMaturity
			 
			 Total
				  PrincipalAmount
				  atMaturityFollowing suchDecrease/Increase___
			 
			 NotationMade byor
				  onBehalf ofTrustee___________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ______________________
			 
			 ___________
			 
			 ___________
			 
			 ___________
			 
			 ___________






A-12



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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note
		purchased by the Company pursuant to Section 10.9 of the Indenture, check
		the appropriate box: o Section 10.9.

If you want to elect to have only part of
		this Note purchased by the Company pursuant to Section 10.9 of the
		Indenture, state the amount: 

Date:_____________

Your Signature:________________

(Sign exactly as your name appears on the
		other side of this Note)





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EXHIBIT B

TO THE INDENTURE

[FORM OF FACE OF DEFINITIVE NOTE]

[INSERT IN U.S. NOTES: THIS SECURITY HAS NOT
		BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES
		ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
		THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
		ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
		ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
		SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF THIS SECURITY, BY ITS
		ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
		ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
		TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION
		TERMINATION DATE) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
		DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
		ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
		ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
		DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
		ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
		PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS
		DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
		ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
		GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
		OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S
		UNDER THE SECURITIES ACT, (E) TO ANY INSTITUTIONAL ACCREDITED
		INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
		SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
		SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
		ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
		SECURITIES OF 250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
		FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
		SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
		REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS
		AND THE TRUSTEES RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
		TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
		CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
		LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
		RESTRICTION TERMINATION DATE.]





B-1



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STENA AB (PUBL)

6.125% Senior Note due 2017

ISIN: XS0285177183

Common Code: 028517718

No.____
		                                               300,000,000

STENA AB (PUBL), a public company limited by
		shares incorporated under the laws of the Kingdom of Sweden (the
		Company, which term includes any successor corporation), for value
		received promises to pay Deutsche Bank Trustee Company or registered assigns
		upon surrender hereof the principal sum indicated on Schedule A hereof, on
		February 1, 2017.

Interest Payment Dates: February 1 and
		August 1, commencing August 1, 2007.

Record Dates: January 15 and July 15
		immediately preceding each Interest Payment Date.

Reference is made to the further provisions
		of this Note contained herein, which will for all purposes have the same effect
		as if set forth at this place.





B-2



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IN WITNESS WHEREOF, the Company has caused
		this Note to be signed manually or by facsimile by its duly authorized
		officer.



STENA AB (PUBL)as CompanyBy:Name:Title:


This is one of the Notes referred to

in the above-mentioned Indenture:

DEUTSCHE TRUSTEE

COMPANY LIMITED

as Trustee



By:Name:Title:




Dated:





B-3



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[FORM OF REVERSE]

STENA AB (PUBL)

6.125% Senior Note due 2017

(1)Interest. STENA
		AB (PUBL), a public company limited by shares incorporated under the laws of
		the Kingdom of Sweden (the Company), promises to pay interest on
		the principal amount of this Note at the rate and in the manner specified
		below. Interest on the Notes will compound at the rate of 6.125% per annum on
		the principal amount then outstanding, and be payable semi-annually in arrears
		on each February 1 and August 1, or if any such day is not a Business Day, on
		the next succeeding Business Day, commencing August 1, 2007, to the holder
		hereof. Notwithstanding any exchange of this Note for a Definitive Note during
		the period starting on a Record Date relating to such Definitive Note and
		ending on the immediately succeeding interest payment date, the interest due on
		such interest payment date shall be payable to the Person in whose name this
		Global Note is registered at the close of business on the Record Date for such
		interest. Interest on the Notes will accrue from the most recent date to which
		interest has been paid or, if no interest has been paid, from February 8, 2007.
		Interest will be computed on the basis of a 360-day year comprised of twelve
		30-day months.

The Company shall pay interest on overdue
		principal and on overdue installments of interest and on any Additional Amounts
		at the rate of interest borne on the Notes. Any interest paid on this Note
		shall be increased to the extent necessary to pay Additional Amounts as set
		forth herein.

(2)Additional Amounts.

(a) The Company will duly and punctually pay
		the principal of (and premium, if any) and interest on the Notes in accordance
		with the terms of the Notes and the Indenture.

(b) All payments made by the Company on the
		Notes will be made without withholding or deduction for, or on account of, any
		present or future taxes, duties, assessments or governmental charges of
		whatever nature unless such withholding or deduction is then required by law.
		The Company hereby further agrees, subject to the limitations and exceptions
		set forth below, that if any deduction or withholding for any present or future
		taxes, duties, assessments or other governmental charges of (1) the
		jurisdiction (or any political subdivision or taxing authority thereof or
		therein) in which the Company is organized or otherwise considered, resident
		for tax purposes or (2) any jurisdiction from or through which payment on
		the Notes is made, or any political subdivision or governmental authority
		thereof or therein having the power to tax (each of clause (1) and (2), a
		Relevant Taxing Jurisdiction), shall at any time be required by
		such jurisdiction (or any such political subdivision or taxing authority) in
		respect of any amounts to be paid by the Company under the Notes, the Company
		will pay to each holder of a Note as additional interest, such additional
		amounts (Additional Amounts) as may be necessary in order that the
		net amounts paid to such holder of such Note, after such deduction or
		withholding, shall be equal to the amount such holder would have received in
		respect of such payment in the absence of such withholding or deduction;provided,however, the
		Company shall not be required to make any payment of Additional Amounts for or
		on account of:





B-4



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(i) Any tax, assessment or other
		governmental charge which would not have been imposed but for (a) the
		existence of any present or former connection between such holder (or between a
		fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a
		power over, such holder, if such holder is an estate, trust, partnership,
		limited liability company or corporation) and the Relevant Taxing Jurisdiction
		(including being a citizen or resident or national of, or carrying on a
		business or maintaining a permanent establishment in the Relevant Taxing
		Jurisdiction) other than by the mere ownership or holding of such Note or
		enforcement of rights thereunder or the receipt of payments in respect thereof
		or (b) the presentation of a Note (where presentation is required) for
		payment on a date more than 30 days after (x) the date on which such
		payment became due and payable or (y) the date on which payment thereof is
		duly provided for, whichever occurs later (except to the extent that the holder
		would have been entitled to Additional Amounts had the Note been presented
		during such 30 day period);

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

(iii) Any tax, assessment or other
		governmental charge which is payable otherwise than by withholding from payment
		of (or in respect of) principal of, premium, if any, or any interest on,
		Notes;

(iv) Any tax, assessment or other
		governmental charge that is imposed or withheld by reason of the failure to
		comply by the holder or the beneficial owner of the Note with a request of the
		Company addressed to the holder (a) to provide information, documents or
		other evidence concerning the nationality, residence or identity of the holder
		or such beneficial owner or (b) to make and deliver any declaration or
		other similar claim (other than a claim for refund of a tax, assessment or
		other governmental charge withheld by the Company) or satisfy any information
		or reporting requirements, which, in the case of (a) or (b), is required
		or imposed by a statue, treaty, regulation or administrative practice of the
		taxing jurisdiction as a precondition to exemption from all or part of such
		tax, assessment or other governmental charge;

(v) any withholding or deduction imposed on
		a payment to an individual and required to be made pursuant to the European
		Council Directive 2003/48/EC or any other Directive implementing the
		conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the
		taxation of savings income, or any law implementing or complying with, or
		introduced to conform to, these Directives;

(vi) any tax, assessment or other
		governmental charge that could have been avoided by the presentation (where
		presentation is required) by or on behalf of a holder of the relevant Note to
		another Paying Agent in a member state of the European Union; or

(vii) any combination of items (i), (ii),
		(iii), (iv), (v) and (vi) above;

nor shall Additional Amounts be paid with
		respect to any payment of the principal of, or any premium or interest on, any
		Note to any holder who is a fiduciary or partnership or limited liability
		company or other than the sole beneficial owner of such payment to the extent
		such payment would be required by the laws of the Relevant Taxing Jurisdiction
		to be included in





B-5



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the income for tax purposes of a beneficiary
		or settlor with respect to such fiduciary or a member of such partnership,
		limited liability company or beneficial owner who would not have been entitled
		to such Additional Amounts had it been the holder of such Note.

(c) At least ten days prior to each date on
		which any payment under or with respect to the Notes is due and payable (unless
		such obligation to pay Additional Amounts arises shortly before or after the
		tenth day prior to such date, in which case it shall be promptly thereafter),
		if the Company will be obligated to pay Additional Amounts with respect to such
		payment, the Company will deliver to the Trustee an Officers Certificate
		stating the fact that such Additional Amounts will be payable, the amounts so
		payable and will set forth such other information necessary to enable the
		Trustee to pay such Additional Amounts to holders on the payment date. Each
		such Officers Certificate shall be relied upon until receipt of a further
		Officers Certificate addressing such matters.

(d) If the Company conducts business in any
		jurisdiction (an Additional Taxing Jurisdiction) other than a
		Relevant Taxing Jurisdiction and, as a result, is required by the law of such
		Additional Taxing Jurisdiction to deduct or withhold any amount on account of
		taxes imposed by such Additional Taxing Jurisdiction from payments under the
		Notes, as the case may be, which would not have been required to be so deducted
		or withheld but for such conduct of business in such Additional Taxing
		Jurisdiction, the Additional Amounts provision described above shall be
		considered to apply to such holders as if references in such provision to taxes
		included taxes imposed by way of deduction or withholding by any such
		Additional Taxing Jurisdiction (or any political subdivision thereof or taxing
		authority therein).

(e) The Company will pay any present or
		future stamp, court or documentary taxes, or any other excise or property taxes
		(other than net wealth taxes or similar taxes imposed on the holder
		irrespective of such holders investment in the Notes and based on the
		total net value of the holders property), charge or similar levies that
		arise in any Relevant Taxing Jurisdiction from the execution, delivery,
		enforcement or registration of the Notes or any other document or instrument in
		relation thereto (other than a transfer of the Notes), and the Company will
		agree to indemnify the holders for any such Taxes paid by such holders.

(f) The foregoing obligations will survive
		any termination, defeasance or discharge of this Indenture and will apply
		mutatis mutandis to any jurisdiction in which any successor to a Company is
		organized or any political subdivision or taxing authority or agency thereof or
		therein.

Upon request, the Company will provide the
		Trustee with documentation satisfactory to the Trustee evidencing the payment
		of Additional Amounts. Copies of such documentation will be made available to
		the holders of the Notes upon request.

(3)Method of Payment. The Company shall pay interest on the Notes (except
		defaulted interest) to the Person in whose name this Note is registered at the
		close of business on the Record Date for such interest. Holders of Notes must
		surrender Notes to a Principal Paying Agent to collect principal payments. The
		Company shall pay principal and interest in euro. Immediately available funds
		for the payment of the principal of, premium, if any, interest and Additional
		Amounts, if any, on this Note due on any interest payment date, Maturity Date,
		Redemption Date or other repurchase date will be made available to the
		Principal Paying Agent at 12.00 p.m. London time on each Interest Payment Date
		and the





B-6



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Maturity Date to permit the Principal Paying
		Agent to pay such funds to the holders on such respective dates.

(4)Principal Paying Agent. Initially, Deutsche Bank AG, London
		Branchwill act as Principal Paying Agent. In the event that a
		Principal Paying Agent or Transfer Agent is replaced, the Company will publish
		such notice thereof if and so long as the Notes are Global Notes and are listed
		on the Luxembourg Stock Exchange and the rules of such stock exchange shall so
		require, in a newspaper having a general circulation in The Grand Duchy of
		Luxembourg (which is expected to be theLuxemburger Wort) and (in the case of Definitive Notes), in addition to
		such publication, mail such notice by first-class mail to each holders
		registered address. The Company or any of its Subsidiaries may act as Principal
		Paying Agent or Registrar for the Notes.

(5)Indenture. The
		Company issued the Notes under an Indenture, dated as of February 8, 2007 (the
		Indenture), among the Company, Deutsche Trustee Company Limited as
		Trustee, Deutsche Bank AG, London Branch, Principal Paying Agent and Deutsche
		Bank Luxembourg S.A. as Registrar, Luxembourg Transfer and Principal Paying
		Agent. This Note is one of a duly authorized issue of Notes of the Company
		designated as its 6.125% Senior Notes due 2017 (the Notes). The
		terms of the Notes include those stated in the Indenture. Notwithstanding
		anything to the contrary herein, the Notes are subject to all such terms, and
		holders of the Notes are referred to the Indenture for a statement of them. The
		Notes are general obligations of the Company. Each holder of the Notes, by
		accepting a Note, agrees to be bound by all of the terms and provisions of the
		Indenture, as the same may be amended from time to time.

(6)Ranking. The
		Notes will be general unsecured, senior obligations of the Company.

(7)Make-Whole Redemption. The Notes may be redeemed, in whole or in part, at any
		time at the option of the Company upon not less than 30 nor more than 60
		days prior notice, at a redemption price equal to 100% of the principal
		amount of the Notes redeemed plus the Applicable Premium and accrued and unpaid
		interest, if any, to, but not including, the applicable Redemption Date
		(subject to the right of Holders of record on the relevant record date to
		receive interest due on the relevant interest payment date).:

For purposes of this make-whole redemption,
		Applicable Premium means, with respect to any Note on the
		applicable redemption date, the greater of:

(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 February 1, 2017 (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.






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For purposes of this make-whole redemption,
		Bund Rate means the yield-to-maturity at the time of computation of
		direct obligations of the Federal Republic of Germany (BundsorBundesanleihen) with a constant maturity (as officially compiled and
		published in the most recent financial statistics that have become publicly
		available at least two Business Days (but not more than five Business Days)
		prior to the Redemption Date (or, if such financial statistics are not so
		published or available, at least two business Days (but not more than five
		business Days) prior to the Redemption Date (or, if such financial statistics
		are not so published or available, any publicly available source of similar
		market data selected by the Company in good faith) most nearly equal to the
		period from the Redemption Date to February 1, 2017;provided,however, that if the period from the Redemption Date to
		February 1, 2017 is not equal to the constant maturity of a direct obligation
		of the Federal Republic of Germany for which a weekly average yield is given,
		the Bund Rate shall be obtained by linear interpolation (calculated to the
		nearest one-twelfth of a year) from the weekly average yields of direct
		obligations of the Federal Republic of Germany for which such yields are given,
		except that if the period from such Redemption Date to February 1, 2017 is less
		than one year, the weekly average yield on actually traded direct obligations
		of the Federal Republic of Germany adjusted to a constant maturity of one year
		shall be used.

(8)Optional Tax Redemption. The Notes may be redeemed at the option o the Company,
		in whole but not in part, upon not less than 30 nor more than 60 days
		notice given as provided in the Indenture, at any time at a Redemption Price
		equal to the principal amount thereof plus accrued interest to the date fixed
		for redemption if, as a result of any change in or amendment to the laws or any
		regulations or ruling promulgated thereunder of the jurisdiction (or of any
		political subdivision or taxing authority thereof or therein) in which the
		Company is resident for tax purposes or any change in the official application
		or interpretation of such laws, regulations or rulings, or any change in the
		official application or interpretation of, or any execution of or amendment to,
		any treaty or treaties affecting taxation to which such jurisdiction (or such
		political subdivision or tax authority) is a party (a Change in Tax
		Law), which becomes effective on or after the date of the Indenture, the
		Company is or would be required on the next succeeding Interest Payment Date to
		pay additional amounts with respect to the Notes as described under Section
		10.1 of the Indenture and the payment of such additional amounts cannot be
		avoided by the use of any reasonable measures available to the Company.

The Notes may also be redeemed at the option
		of the Company, in whole but not in part, upon not less than 30 nor more than
		60 days notice given as provided in the Indenture at any time at a
		Redemption Price equal to the principal amount thereof plus accrued interest to
		the date fixed for redemption if the Person formed by a consolidation or
		amalgamation of the Company or into which the Company is merged or to which the
		Company conveys, transfers or leases its properties and assets substantially as
		an entirety, or that succeeds to all of the Companys rights and
		obligations under the Notes and the Indenture pursuant to any scheme of
		arrangement or other transaction, is required, as a consequence of such
		consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of
		arrangement or other transaction, is or would be required on the next
		succeeding Interest Payment Date to pay additional amounts (as described under
		Section 10.1 of the Indenture) in respect of any tax, assessment or
		governmental charge imposed on any Holder.

The Company will also pay, or make available
		for payment, to Holders on the redemption date any additional amounts (as
		described under Payment of additional amounts below) resulting from
		the payment of such Redemption Price.





B-8



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(9)Notice of Redemption. Notice of redemption will be given at least 30 days
		but not more than 60 days before the Redemption Date, or Tax Redemption Date,
		as the case may be in accordance with Section 1.6 of the Indenture and, in the
		event the Notes are in the form of Definitive Notes, by mailing first-class
		mail, with a copy to the Trustee, postage prepaid, to each holders
		respective address as it appears on the registration books of the Registrar.

Notes in denominations of 50,000 may
		be redeemed only in whole. The Trustee may select for redemption portions
		(equal to 50,000 and any integral multiple of 1,000 in excess
		thereof) of the principal of Notes that have denominations larger than
		50,000.

Except as set forth in the Indenture, from
		and after any Redemption Date, if monies for the redemption of the Notes called
		for redemption shall have been deposited with the Principal Paying Agent for
		redemption on such Redemption Date, then, unless the Company defaults in the
		payment of such Redemption Price, the Notes called for redemption will cease to
		bear interest and Additional Amounts, if any, and the only right of the holders
		of such Notes will be to receive payment of the Redemption Price.

(10)Change of Control Offer. Upon the occurrence of a Change of Control, the
		Company will be required to make a Change of Control Offer to purchase all or
		any part (equal to 50,000 and any integral multiple of 1,000
		in excess thereof) of the Notes on the Change of Control Payment Date at a
		purchase price in cash equal to 101% of the aggregate principal amount thereof
		plus accrued and unpaid interest, if any, to the date of purchase (subject to
		the right of holders of record on the relevant Record Date to receive interest
		due on the relevant interest payment date). Holders of Notes that are subject
		to a Change of Control Offer will receive a Change of Control Offer from the
		Company prior to any related Change of Control Payment Date and may elect to
		have such Notes purchased by completing the form entitled Option of
		Holder to Elect Purchase appearing below.

(11)Denominations; Form. The Global Notes are in registered global form,
		without coupons, in denominations of 50,000 and any integral multiples of
		1,000 in excess thereof.

(12)Persons Deemed Owners. The registered holder of this Note shall be treated as
		the owner of it for all purposes, subject to the terms of the Indenture.

(13)Unclaimed Funds.
		If funds for the payment of principal, interest, premium or Additional Amounts
		remain unclaimed for one year, the Trustee and the Principal Paying Agents will
		repay the funds to the Company at its written request. After that, all
		liability of the Trustee and such Principal Paying Agents with respect to such
		funds shall cease.

(14)Legal Defeasance and Covenant Defeasance. The Company may be discharged from its obligations
		under the Indenture and the Notes except for certain provisions thereof
		(Legal Defeasance), and may be discharged from its obligations to
		comply with certain covenants contained in the Indenture (Covenant
		Defeasance), in each case upon satisfaction of certain conditions
		specified in the Indenture.

(15)Amendment; Supplement; Waiver. Subject to certain exceptions specified in the
		Indenture, the Indenture or the Notes may be amended or supplemented with the
		consent of the holders of a majority in principal amount of such Notes then
		outstanding,





B-9



---



and, subject to certain exceptions, any past
		default or compliance with any provisions of the Indenture or the Notes may be
		waived with the consent of the holders of a majority in principal amount of
		such Notes then outstanding.

(16)Restrictive Covenants. The Indenture imposes certain covenants that, among
		other things, limit the ability of the Company and its Restricted Subsidiaries
		to incur additional Indebtedness, create certain Liens on Capital Markets
		Indebtedness and consummate certain mergers, consolidations and amalgamations
		or sales of all or substantially all assets. The limitations are subject to a
		number of important qualifications and exceptions. The Company must annually
		report to the Trustee on compliance with such limitations.

(17)Successors. When
		a successor assumes all the obligations of its predecessor under the Notes and
		the Indenture in accordance with the terms of the Indenture, the predecessor
		will be released from those obligations.

(18)Defaults and Remedies. If an Event of Default (other than an Event of Default
		specified in Sections (7) through (11) of Section 5.1 of the Indenture) occurs
		and is continuing, the Trustee by notice to the Company or the holders of at
		least 25% in principal amount of the outstanding Notes may declare all the
		Notes to be due and payable immediately in the manner and with the effect
		provided in the Indenture. Holders of Notes may not enforce the Indenture or
		the Notes except as provided in the Indenture. The Trustee is not obligated to
		enforce the Indenture or the Notes unless it has received indemnity
		satisfactory to it. The Indenture permits, subject to certain limitations
		therein provided, holders of a majority in aggregate principal amount of the
		Notes then outstanding to direct the Trustee in its exercise of any trust or
		power. The Trustee may withhold from holders of the Notes notice of any
		continuing Default or Event of Default (except a Default in payment of
		principal, premium, interest and Additional Amounts, if any, including an
		accelerated payment) if and so long as the Trustee in good faith determines
		that withholding such notice is in their interest.

(19)Trustee Dealings with Company. The Trustee under the Indenture, in its individual or
		any other capacity, may become the owner or pledgee of Notes and may otherwise
		deal with the Company, its Subsidiaries or their respective Affiliates as if it
		were not the Trustee.

(20)No Recourse Against Others. No director, officer, employee, or shareholder of the
		Company or any Restricted Subsidiary, as such, shall have any liability for any
		obligations of the Company or any Restricted Subsidiary 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 of the Notes by accepting a Note
		waives and releases all such liability. The waiver and release are part of the
		consideration for issuance of the Notes.

(21)Authentication.
		This Note shall not be valid until the Trustee or authenticating agent signs
		the certificate of authentication on this Note.

(22)Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a
		holder of a Note 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





B-10



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Gifts to Minors Act). Unless otherwise
		defined herein, terms defined in the Indenture are used herein as defined
		therein.

(23)ISINs and Common Codes. The Company will cause ISIN and Common Codes to be
		printed on the Notes. No representation is made as to the accuracy of such
		numbers as printed on the Notes and reliance may be placed only on the other
		identification numbers printed hereon.

(24)Governing Law.The Indenture and the Notes shall be
		governed by, and construed in accordance with, the laws of the State of New
		York.





B-11



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____________________________________________________________________

ASSIGNMENT FORM

To assign this Note fill in the form
		below:

I or we assign and transfer this Note
		to

(Print or type assignees name, address
		and zip code)

(Insert assignees social security or
		tax I.D. No.)

and irrevocably appoint
		                          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
		other side of this Note.





B-12



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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note
		purchased by the Company pursuant to Section 10.9 of the Indenture, check
		the appropriate box: Section 10.9.

If you want to elect to have only part of
		this Note purchased by the Company pursuant to Section 10.9 of the
		Indenture, state the amount: 

Date:_____________

Your Signature:___________________

(Sign exactly as your name appears on the
		other side of this Note)



B-13



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EXHIBIT C

TO THE INDENTURE

FORM OF TRANSFER CERTIFICATE FOR TRANSFER
		FROM

U.S. GLOBAL NOTE TO INTERNATIONAL GLOBAL
		NOTE

(Transfers pursuant to Section 2.7(b) of the
		Indenture)

DEUTSCHE TRUSTEE COMPANY LIMITED

Winchester House

1 Great Winchester Street

London EC2N 2DB

RE:
			 6.125% Senior Notes due 2012


(the Notes) of Stena AB
		(publ)

Reference is hereby made to the Indenture
		dated as of February 1, 2007 (the Indenture) between Stena AB
		(publ) and Deutsche Trustee Company Limited as Trustee, Deutsche Bank AG,
		London Branch as Principal Paying Agent and Deutsche Bank Luxembourg S.A. asRegistrar, Luxembourg Transfer and
		Paying Agent. Capitalized terms used
		but not defined herein shall have the meanings given them in the
		Indenture.

This letter relates to _________
		(equal to 50,000 and any integral multiple of 1,000 in excess
		thereof) principal amount of Notes beneficially held through interests in the
		U.S. Global Note (ISIN XS0285177183; Common Code 028517718) with Euroclear and
		Clearstream Banking in the name of ________(the Transferor),
		account number ________. The Transferor hereby requests that on[INSERT
		DATE], [if the beneficial interest in the U.S. Global Note be
		transferred or exchanged for an interest in the International Global Note (ISIN
		XS0285176458; Common Code 028517645)] in the same principal denomination and
		transfer to _________ (account no. ________). If this is a partial transfer, a
		minimum amount of 50,000 and any integral multiple of 1,000 in
		excess thereof of the U.S. Global Note will remain outstanding.

In connection with such request and in
		respect of such Notes, the Transferor does hereby certify that such transfer
		has been effected in accordance with the transfer restrictions set forth in the
		Indenture and the Notes and pursuant to and in accordance with Rule 903 or 904
		of Regulation S under the Securities Act, and accordingly the Transferor
		further certifies that:



(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








C-1



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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

(B)
			 such transfer is being made in
				  accordance with Rule 144 under the Securities Act.


This certificate and the statements
		contained herein are made for your benefit and the benefit of the Company.
		Terms used in this certificate and not otherwise defined in the Indenture have
		the meanings set forth in Regulation S under the Securities Act.

Dated: _____________



[Name of Transferor]By:Name:Title:Telephone No.:




Please print name and address
				  (including postal code)
			 ___________________________________________________






C-2



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