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Exhibit 4.4  


GENERAL MARITIME CORPORATION, 


THE
SUBSIDIARY GUARANTORS PARTIES HERETO, 


AND 


LASALLE
BANK NATIONAL ASSOCIATION, 


AS
TRUSTEE 


10%
Senior Notes due 2013 




INDENTURE 


Dated as of March 20, 2003 







 
 
  Table of Contents    
    



	 
	 	 
	 	Page

	ARTICLE I
	 	 	Definitions and Incorporation by Reference	 	1
	SECTION 1.1.	 	Definitions	 	1
	SECTION 1.2.	 	Other Definitions	 	32
	SECTION 1.3.	 	Incorporation by Reference of Trust Indenture Act	 	34
	SECTION 1.4.	 	Rules of Construction	 	35
	ARTICLE II
	 	 	The Securities	 	35
	SECTION 2.1.	 	Form, Dating and Terms	 	35
	SECTION 2.2.	 	Execution and Authentication	 	42
	SECTION 2.3.	 	Registrar and Paying Agent	 	43
	SECTION 2.4.	 	Paying Agent to Hold Money in Trust	 	44
	SECTION 2.5.	 	Securityholder Lists	 	44
	SECTION 2.6.	 	Transfer and Exchange	 	44
	SECTION 2.7.	 	Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors	 	47
	SECTION 2.8.	 	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	 	49
	SECTION 2.9.	 	Mutilated, Destroyed, Lost or Stolen Securities	 	50
	SECTION 2.10.	 	Outstanding Securities	 	51
	SECTION 2.11.	 	Temporary Securities	 	51
	SECTION 2.12.	 	Cancellation	 	52
	SECTION 2.13.	 	Payment of Interest; Defaulted Interest	 	52
	SECTION 2.14.	 	Computation of Interest	 	53
	SECTION 2.15.	 	CUSIP Numbers	 	53
	ARTICLE III
	 	 	Covenants	 	53
	SECTION 3.1.	 	Payment of Securities; Payment of Additional Amounts	 	53
	SECTION 3.2.	 	SEC Reports	 	55
	SECTION 3.3.	 	Limitation on Indebtedness	 	55
	SECTION 3.4.	 	Limitation on Restricted Payments	 	60
	SECTION 3.5.	 	Limitation on Liens	 	64
	SECTION 3.6.	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	64
	SECTION 3.7.	 	Limitation on Sales of Assets and Subsidiary Stock	 	66
	SECTION 3.8.	 	Limitation on Affiliate Transactions	 	69
	SECTION 3.9.	 	Change of Control	 	70
	SECTION 3.10.	 	Limitation on Sale of Capital Stock of Restricted Subsidiaries	 	72
	 	 	 	 	 



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	SECTION 3.11.	 	Excess Cash Flow	 	72
	SECTION 3.12.	 	Limitation on Sale/Leaseback Transactions	 	73
	SECTION 3.13.	 	Future Subsidiary Guarantors	 	73
	SECTION 3.14.	 	Limitation on Lines of Business	 	73
	SECTION 3.15.	 	Maintenance of Office or Agency	 	73
	SECTION 3.16.	 	Corporate Existence	 	74
	SECTION 3.17.	 	Payment of Taxes and Other Claims	 	74
	SECTION 3.18.	 	Payments for Consent	 	74
	SECTION 3.19.	 	Compliance Certificate	 	74
	SECTION 3.20.	 	Further Instruments and Acts	 	75
	SECTION 3.21.	 	Statement by Officers as to Default	 	75
	ARTICLE IV
	 	 	Successor Company	 	75
	SECTION 4.1.	 	Merger and Consolidation	 	75
	SECTION 4.2.	 	Reflagging of Vessels	 	76
	ARTICLE V
	 	 	Redemption of Securities	 	77
	SECTION 5.1.	 	Optional Redemption; Optional Tax Redemption	 	77
	SECTION 5.2.	 	Applicability of Article	 	78
	SECTION 5.3.	 	Election to Redeem; Notice to Trustee	 	78
	SECTION 5.4.	 	Selection by Trustee of Securities to Be Redeemed	 	78
	SECTION 5.5.	 	Notice of Redemption	 	79
	SECTION 5.6.	 	Deposit of Redemption Price	 	80
	SECTION 5.7.	 	Securities Payable on Redemption Date	 	80
	SECTION 5.8.	 	Securities Redeemed in Part	 	80
	ARTICLE VI
	 	 	Defaults and Remedies	 	81
	SECTION 6.1.	 	Events of Default	 	81
	SECTION 6.2.	 	Acceleration	 	83
	SECTION 6.3.	 	Other Remedies	 	84
	SECTION 6.4.	 	Waiver of Past Defaults	 	84
	SECTION 6.5.	 	Control by Majority	 	84
	SECTION 6.6.	 	Limitation on Suits	 	85
	SECTION 6.7.	 	Rights of Holders to Receive Payment	 	85
	SECTION 6.8.	 	Collection Suit by Trustee	 	85
	SECTION 6.9.	 	Trustee May File Proofs of Claim	 	85
	SECTION 6.10.	 	Priorities	 	86
	SECTION 6.11.	 	Undertaking for Costs	 	86
	SECTION 6.12.	 	Additional Payments	 	86
	 	 	 	 	 





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	ARTICLE VII
	 	 	Trustee	 	87
	SECTION 7.1.	 	Duties of Trustee	 	87
	SECTION 7.2.	 	Rights of Trustee	 	88
	SECTION 7.3.	 	Individual Rights of Trustee	 	88
	SECTION 7.4.	 	Trustee's Disclaimer	 	89
	SECTION 7.5.	 	Notice of Defaults	 	89
	SECTION 7.6.	 	Reports by Trustee to Holders	 	89
	SECTION 7.7.	 	Compensation and Indemnity	 	89
	SECTION 7.8.	 	Replacement of Trustee	 	90
	SECTION 7.9.	 	Successor Trustee by Merger	 	91
	SECTION 7.10.	 	Eligibility; Disqualification	 	91
	SECTION 7.11.	 	Preferential Collection of Claims Against Company	 	91
	ARTICLE VIII
	 	 	Discharge of Indenture; Defeasance	 	91
	SECTION 8.1.	 	Discharge of Liability on Securities; Defeasance	 	91
	SECTION 8.2.	 	Conditions to Defeasance	 	93
	SECTION 8.3.	 	Application of Trust Money	 	94
	SECTION 8.4.	 	Repayment to Company	 	94
	SECTION 8.5.	 	Indemnity for U.S. Government Obligations	 	95
	SECTION 8.6.	 	Reinstatement	 	95
	ARTICLE IX
	 	 	Amendments	 	95
	SECTION 9.1.	 	Without Consent of Holders	 	95
	SECTION 9.2.	 	With Consent of Holders	 	96
	SECTION 9.3.	 	Compliance with Trust Indenture Act	 	97
	SECTION 9.4.	 	Revocation and Effect of Consents and Waivers	 	97
	SECTION 9.5.	 	Notation on or Exchange of Securities	 	97
	SECTION 9.6.	 	Trustee To Sign Amendments	 	97
	ARTICLE X
	 	 	Subsidiary Guarantee	 	98
	SECTION 10.1.	 	Subsidiary Guarantee	 	98
	SECTION 10.2.	 	Limitation on Liability; Termination, Release and Discharge	 	99
	SECTION 10.3.	 	Right of Contribution	 	100
	SECTION 10.4.	 	No Subrogation	 	100
	ARTICLE XI
	 	 	Miscellaneous	 	101
	SECTION 11.1.	 	Trust Indenture Act Controls	 	101
	 	 	 	 	 



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	SECTION 11.2.	 	Notices	 	101
	SECTION 11.3.	 	Communication by Holders with other Holders	 	102
	SECTION 11.4.	 	Certificate and Opinion as to Conditions Precedent	 	102
	SECTION 11.5.	 	Statements Required in Certificate or Opinion	 	102
	SECTION 11.6.	 	When Securities Disregarded	 	102
	SECTION 11.7.	 	Rules by Trustee, Paying Agent and Registrar	 	103
	SECTION 11.8.	 	Legal Holidays	 	103
	SECTION 11.9.	 	GOVERNING LAW	 	103
	SECTION 11.10.	 	No Recourse Against Others	 	103
	SECTION 11.11.	 	Successors	 	103
	SECTION 11.12.	 	Multiple Originals	 	103
	SECTION 11.13.	 	Qualification of Indenture	 	103
	SECTION 11.14.	 	Table of Contents; Headings	 	103





EXHIBIT
A    Form of the Unregistered Note

EXHIBIT B    Form of the Registered Note

EXHIBIT C    Form of Subsidiary Guarantee 


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CROSS-REFERENCE TABLE    
    



	TIA Section
 
	 	Indenture Section

	310(a)(1)	 	7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (b)	 	7.8; 7.10
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.5
	      (b)	 	13.3
	      (c)	 	13.3
	313(a)	 	7.6
	      (b)(1)	 	N.A.
	      (b)(2)	 	7.6
	      (c)	 	7.6
	      (d)	 	7.6
	314(a)	 	3.2; 3.19; 13.2
	      (b)	 	N.A.
	      (c)(1)	 	13.4
	      (c)(2)	 	13.4
	      (c)(3)	 	N.A.
	      (d)	 	N.A.
	      (e)	 	13.5
	315(a)	 	7.1
	      (b)	 	7.5; 13.2
	      (c)	 	7.1
	      (d)	 	7.1
	      (e)	 	6.11
	316(a)(last sentence)	 	13.6
	      (a)(1)(A)	 	6.5
	      (a)(1)(B)	 	6.4
	      (a)(2)	 	N.A.
	      (b)	 	6.7
	317(a)(1)	 	6.8
	      (a)(2)	 	6.9
	      (b)	 	2.4
	318(a)	 	13.1





        N.A.
means Not Applicable. 


Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 










        INDENTURE dated as of March 20, 2003, among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the "Company"), THE
SUBSIDIARY GUARANTORS (as defined herein) and LaSalle Bank National Association, a national banking association organized under the laws of the United States of America (the
"Trustee") as Trustee. 



        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company's 10% Senior Notes due 2013, issued on
the date hereof (the "Initial Securities"), (ii) if and when issued, an unlimited principal amount of additional 10% Senior Notes due 2013 in a
non-registered offering or 10% Senior Notes due 2013 in a registered offering of the Company that may be offered from time to time subsequent to the Issue Date (the
"Additional Securities") and (iii) if and when issued, the Company's 10% Senior Notes due 2013 that may be issued from time to time in exchange
for Initial Securities or any Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (as hereinafter defined the
"Exchange Securities," and together with the Initial Securities and Additional Securities, the
"Securities"). 


ARTICLE I  


 Definitions and Incorporation by Reference  


        SECTION
1.1.    Definitions.    


        "Additional Assets" means: 



	(1)
	any
property or assets (other than Indebtedness and Capital Stock) used or useful by the Company or a Restricted Subsidiary in a Related Business, including, without limitation, a
hull under construction or rights under a Vessel Construction Contract, any installment payment under a Vessel Construction Contract, and any repairs, improvements, additions, enhancements, drydocking
or capital improvement of any vessel;



	(2)
	the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary of the Company; or



	(3)
	Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company; 




provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Related Business. 



        "Additional Securities" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 





 

        "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. 


        "Applicable Premium" means, with respect to a Security at any Redemption Date, the greater of (i) 1.0% of the principal amount of
such Security and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Security at March 15, 2008 (such redemption price as set forth
in Section 5.1) plus (2) all required interest payments due on such Security through
March 15,2008, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such
Security. 


        "Asset Disposition" means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of
business), transfer, issuance or other disposition, or a series of related sales,
leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors' qualifying shares), property or other assets (each
referred to for the purposes of this definition as a "disposition") by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar
transaction. 


        Notwithstanding
the preceding, the following items shall not be deemed to be Asset Dispositions: 



	(1)
	a
disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary;



	(2)
	the
sale of Cash Equivalents in the ordinary course of business;



	(3)
	a
disposition of inventory in the ordinary course of business;



	(4)
	a
disposition of obsolete, scrap or worn out assets that are no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in
each case in the ordinary course of business;



	(5)
	transactions
permitted under Section 4.1;



	(6)
	an
issuance of Capital Stock by a Restricted Subsidiary of the Company to the Company or to a Wholly-Owned Subsidiary;



	(7)
	for
purposes of Section 3.7 only, the making of a Permitted Investment or a disposition subject to  Section 3.4; 



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	(8)
	dispositions
of assets in a single transaction or series of related transactions with an aggregate fair market value in any calendar year of less than $5 million;



	(9)
	dispositions
in connection with Permitted Liens;



	(10)
	the
licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do
not materially interfere with the business of the Company and its Restricted Subsidiaries; and



	(11)
	foreclosure
on assets. 




        "Asset Swap" means concurrent purchase and sale or exchange of Related Business Assets between the Company or any of its Restricted
Subsidiaries and another Person; provided that any cash received must be applied in accordance with  Section 3.7. 


        "Attributable Indebtedness" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Securities for the relevant lease period) of the total obligations of the lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has been extended). 



        "Average Life" means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (1) 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 (2) the sum of all such payments. 


        "Bank Indebtedness" means any and all amounts, whether outstanding on the Issue Date or Incurred after the Issue Date, payable by the
Company under or in respect of the Senior Credit Agreement and any related notes, collateral documents, letters of credit and guarantees and any Interest Rate Agreement entered into in connection with
the Senior Credit Agreement, including principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the
Company at the rate specified therein whether or not a claim for post
filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. 


        "Bankruptcy Law" means Title 11, United States Code or any similar Federal or state law
for the relief of debtors. 


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


3





 

        "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, but excluding any debt securities convertible into such equity. 


        "Capitalized Lease Obligations" means an obligation that is required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination
thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first
date such lease may be terminated without penalty. 


        "Cash Equivalents" means: 



	(1)
	securities
issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States
(provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date
of acquisition;



	(2)
	marketable
general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within
one year from the date of acquisition of the United States (provided that the full faith and credit of the United States is pledged in support thereof)
and, at the time of acquisition, having a credit rating of "A" or better from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc.;



	(3)
	certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers' acceptances having maturities of not more than one year from the date of
acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least "A" or the equivalent thereof by Standard & Poor's
Ratings Services, or "A" or the equivalent thereof by Moody's Investors Service, Inc., and having combined capital and surplus in excess of $500 million;



	(4)
	repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) entered into with any bank
meeting the qualifications specified in clause (3) above;



	(5)
	commercial
paper rated at the time of acquisition thereof at least "A-2" or the equivalent thereof by Standard & Poor's Ratings Services or "P-2" or the
equivalent thereof by Moody's Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the 



4





 


two
named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and 



	(6)
	interests
in any investment company or money market fund which invests primarily in instruments of the type specified in clauses (1) through (5) above. 




        "Change of Control" means: 



	(1)
	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 one or more Permitted Holders, is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have "beneficial ownership" of all
shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total
voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group
shall be deemed to beneficially own any Voting Stock of the Company held by a parent entity, if such person or group "beneficially owns" (as defined above), directly or indirectly, more than 35% of
the voting power of the Voting Stock of such parent entity); or



	(2)
	the
first day on which a majority of the members of the Board of Directors (but not committees thereof) of the Company are not Continuing Directors; or



	(3)
	the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of
the assets of the Company and its Restricted Subsidiaries taken as a whole to any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or



	(4)
	the
adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company. 




        "Code" means the Internal Revenue Code of 1986, as amended. 


        "Common Stock" means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person's common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock. 


5





 

        "Consolidated Coverage Ratio" means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate
amount of Consolidated EBITDA 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 (y) Consolidated Interest Expense for such four fiscal
quarters, provided, however, that: 



	(1)
	if
the Company or any Restricted Subsidiary:



	(a)
	has
Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation will be computed based on (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such
facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of
creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness
as if such discharge had occurred on the first day of such period; or



	(b)
	has
repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility
unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving
effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness or otherwise, as if such discharge had occurred on the first day of such
period;






	(2)
	if
since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Asset Disposition: 



6





 


	(a)
	the
Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Asset
Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and



	(b)
	Consolidated
Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or,
if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company
and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);






	(3)
	if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which
becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation
to be made hereunder, which constitutes all or substantially all of an operating unit, division or line of business (or for purposes of this subsection, any Vessel), Consolidated EBITDA and
Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on
the first day of such period; and



	(4)
	if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the
beginning of such period) will have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if
made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if
such Asset Disposition or Investment or acquisition of assets occurred on the first day of 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 (including pro forma expense and cost reductions 


7





 

calculated
on a basis consistent with Regulation S-X under the Securities Act). For purposes of this definition, whenever pro forma effect is to be given to an acquisition or
construction of a Vessel or the Capital Stock of a vessel-owning company or the financing thereof, such Person may (i) if the relevant Vessel is to be subject to a time charter with a remaining
term longer than six months, apply pro forma earnings (losses) for such period for such Vessel based upon such charter, or (ii) if such Vessel is not to be subject to a time charter, is under
time charter that is due to expire within six months or less, or is to be subject to charter on a voyage charter basis (whether or not any such charter is in place for such Vessel), then in each case
apply earnings (losses) for such period for such Vessel based upon the average of the historical earnings of comparable Vessels in such Person's fleet (as determined in good faith by its Board of
Directors) during such period or if there is no such comparable Vessel, then based upon industry average earnings for comparable Vessels (as determined in good faith by its Board of Directors). If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination
had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months). 


        "Consolidated EBITDA" for any period means, without duplication, the Consolidated Net Income for such period, plus the following to the
extent deducted in calculating such Consolidated Net Income: 



	(1)
	Consolidated
Interest Expense;



	(2)
	Consolidated
Income Taxes;



	(3)
	consolidated
depreciation expense;



	(4)
	consolidated
amortization of intangibles;



	(5)
	other
non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash
charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation (other than for drydocking expenses)). 






Notwithstanding
the preceding sentence, clauses (2) through (5) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute
Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person and, to the extent the amounts set forth in clause (1) and clauses (3) through (5) are in excess of those necessary to offset a net loss of such Restricted Subsidiary
or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to
the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, 


8





 

decrees,
orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 


        "Consolidated Income Taxes" means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to
be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries
(to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental
authority. 


        "Consolidated Interest Expense" means, for any period, the total interest expense of the Company and its consolidated Restricted
Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense: 



	(1)
	interest
expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease
giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP and the interest component of any deferred payment obligations;



	(2)
	amortization
of debt discount and debt issuance cost;



	(3)
	non-cash
interest expense;



	(4)
	commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;



	(5)
	the
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries;



	(6)
	net
costs associated with Hedging Obligations (other than under Fuel Hedging Agreements) (including amortization of fees);



	(7)
	the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;



	(8)
	the
product of (a) all dividends paid or payable in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or
on Preferred Stock of its Restricted Subsidiaries payable to a party other than the Company or a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a 



9





 


decimal,
in each case, on a consolidated basis and in accordance with GAAP; and 



	(9)
	the
cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person
(other than the Company) in connection with Indebtedness Incurred by such plan or trust; provided, however, that there will be excluded therefrom any
such interest expense of any Unrestricted Subsidiary to the extent the related Indebtedness is not Guaranteed or paid by the Company or any Restricted Subsidiary. 




For
purposes of the foregoing, total interest expense will be determined after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate
Agreements. 


        "Consolidated Leverage Ratio" means as of any date of determination, with respect to any Person, the ratio of (x) Total
Consolidated Indebtedness as of the date of determination to (y) the aggregate amount of Consolidated EBITDA 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, provided, however, that: 



	(1)
	if
the Company or any Restricted Subsidiary:



	(a)
	has
Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the
Consolidated Leverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and, for the purpose of calculating Consolidated EBITDA, Consolidated Interest Expense for such period will be
calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount
of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be computed based on (i) the average daily balance of such Indebtedness during such four
fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or



	(b)
	has
repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Leverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred 






10





 



under
any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and, for the purpose of calculating Consolidated
EBITDA, Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new
Indebtedness or otherwise, as if such discharge had occurred on the first day of such period and as if the Company or any Restricted Subsidiaries had not earned the interest income actually earned
during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness; 




	(2)
	if
since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or if the transaction giving rise to the need to calculate the
Consolidated Leverage Ratio is an Asset Disposition:



	(a)
	the
Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Asset
Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and



	(b)
	for
the purpose of calculating Consolidated EBITDA, Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense attributable
to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in
connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);






	(3)
	if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which
becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation
to be made hereunder, which constitutes all or substantially all of an operating unit, division or line of business (or for purposes of this subsection, any Vessel), Consolidated EBITDA and, for the
purpose of calculating Consolidated EBITDA, Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of 



11





 


any
Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and 



	(4)
	if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the
beginning of such period) will have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if
made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and, for purposes of calculating Consolidated EBITDA, Consolidated Interest Expense for such period will be
calculated after giving pro forma effect thereto as if such Asset Disposition or Investment or acquisition of assets occurred on the first day of 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 (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities
Act). For purposes of this definition, whenever pro forma effect is to be given to an acquisition or construction of a Vessel or the Capital Stock of a vessel-owning company or the financing thereof,
such Person may (i) if the relevant Vessel is to be subject to a time charter with a remaining term longer than six months, apply pro forma earnings (losses) for such period for such Vessel
based upon such charter, or (ii) if such Vessel is not to be subject to a time charter, is under time charter that is due to expire within six months or less, or is to be subject to charter on
a voyage charter basis (whether or not any such charter is in place for such Vessel), then in each case apply earnings (losses) for such period for such Vessel based upon the average of the historical
earnings of comparable Vessels in such Person's fleet (as determined in good faith by its Board of Directors) during such period or if there is no such comparable Vessel, then based upon industry
average earnings for comparable Vessels (as determined in good faith by its Board of Directors). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). 


        "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries
determined in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income: 



	(1)
	any
net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that:



	(a)
	subject
to the limitations contained in clauses (4), (5) and (6) below, the Company's equity in the net income of any such 






12











  




	

	Person
for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in
clause (3) below); and



	(b)
	the
Company's equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the
extent such loss has been funded with cash from the Company or a Restricted Subsidiary;






	(2)
	any
net income (loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;



	(3)
	any
net income (but not loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:



	(a)
	subject
to the limitations contained in clauses (4), (5) and (6) below, the Company's equity in the net income of any such Restricted Subsidiary for such period will be
included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted
Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and



	(b)
	the
Company's equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;






	(4)
	any
gain (loss) realized upon the sale, writedown or other disposition of any property, plant or equipment of the Company or its consolidated Restricted Subsidiaries (including
pursuant to any Sale/Leaseback Transaction) and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;



	(5)
	any
extraordinary gain or loss; and



	(6)
	the
cumulative effect of a change in accounting principles. 




        "Consolidated Net Tangible Assets" of any Person means, as of any date of determination, the sum of the assets of such Person after
eliminating intercompany items, determined on a consolidated basis in accordance with GAAP, including appropriate deductions 


13





 

for
any minority interest in tangible assets of such Person's Subsidiaries, less (without duplication) (i) the net book value of all of its licenses, patents, patent applications, copyrights,
trademarks, trade names, goodwill, non-compete agreements or organizational expenses and other like intangibles, (ii) unamortized Indebtedness discount and expenses,
(iii) all reserves for depreciation, obsolescence, depletion and amortization of its properties and (iv) all other proper reserves which in accordance with GAAP should be provided in
connection with the business conducted by such Person; 


        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who: (1) was a
member of such Board of Directors on the date of the Indenture; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or election. 



        "Currency Agreement" means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement as to
which such Person is a party or a beneficiary. 


        "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 


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



        "Definitive Securities" means certificated Securities. 


        "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: 



	(1)
	matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;



	(2)
	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



	(3)
	is
redeemable at the option of the holder of the Capital Stock thereof, in whole or in part, 




in
each case on or prior to the date that is 91 days after the date (a) on which the Securities mature or (b) on which there are no Securities outstanding,  provided that 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, further, that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase 


14





 

such
Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the corresponding definitions in this Indenture) shall not constitute
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
the Indenture described under Section 3.9 and Section 3.7 and such repurchase or
redemption complies with Section 3.4.



        "DTC" means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution
hereinafter appointed by the Company. 


        "Excess Cash Flow" means, for any period, net voyage revenues less cash operating expenses
(which cash operating expenses shall include, without limitation, amortization of drydock costs, other similar expenses and administrative expenses)  less net interest expense less scheduled and required amortization payments on the First Priority Term
Loans, the $165,000,000 Credit Agreement and the $300,000,000 Credit Agreement less changes in working capital (excluding the current portion of long
term indebtedness). 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Exchange Offer" shall have the meaning set forth in the Registration Rights Agreement. 


        "Exchange Securities" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        "First Priority Term Loans" means loans made pursuant to the $350,000,000 delayed-draw first priority term loan facility
provided pursuant to the $450,000,000 Credit Agreement, as such agreement may be amended, restated, modified, renewed, refunded, replaced or refinanced. 


        "Fuel Hedging Agreements" means any spot, forward or option fuel price protection agreements and other types of fuel hedging agreements
designed to protect against or manage exposure to fluctuations in fuel prices. 


        "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the date of the Indenture,
including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP
contained in the Indenture will be computed in conformity with GAAP. 


        "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: 


15





 

	(1)
	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 partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or



	(2)
	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. 




        "Guarantor Subordinated Obligation" means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a
written agreement. 


        "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or
Fuel Hedging Agreement. 


        "Incur" means issue, create, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms "Incurred" and "Incurrence" have meanings correlative to the
foregoing. 


        "Indebtedness" means, with respect to any Person on any date of determination (without duplication): 



	(1)
	the
principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;



	(2)
	the
principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;



	(3)
	the
principal component of all obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (including reimbursement obligations with
respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of Incurrence);



	(4)
	the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), 



16





 



	

	which
purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;



	(5)
	Capitalized
Lease Obligations and all Attributable Indebtedness of such Person;



	(6)
	the
principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);



	(7)
	the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;  provided, however, that the amount of
such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of
determination and (b) the amount of such Indebtedness of such other Persons;



	(8)
	the
principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and



	(9)
	to
the extent not otherwise included in this definition, net obligations of such Person under Currency Agreements, Fuel Hedging Agreements and Interest Rate Agreements (the amount of
any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time). 




The
amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at such date. Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness
in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be "Indebtedness" provided that such money is held
to secure the payment of such interest. 


        In
addition, "Indebtedness" of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if: 



	(1)
	such
Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a "Joint Venture");



	(2)
	such
Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a "General Partner"); and 



17





 



	(3)
	there
is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person;
and then such Indebtedness shall be included in an amount not to exceed:



	(a)
	the
lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to
the property or assets of such Person or a Restricted Subsidiary of such Person; or



	(b)
	if
less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary
of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Consolidated Interest Expense to the extent
actually paid by the Company or its Restricted Subsidiaries. 







        "Independent Appraiser" means a Person: 



	(1)
	engaged
in the business of appraising vessels who is generally acceptable to institutional lenders to the shipping industry; and



	(2)
	who
(a) is independent of the parties to the transaction in question and their Affiliates and (b) is not connected with the Company, any of the Restricted Subsidiaries
or any of such Affiliates as an officer, director, employee, promoter, underwriter, trustee, partner or person performing similar functions. 




        "Indenture" means this Indenture as amended or supplemented from time to time. 


        "Initial Securities" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        "Interest Rate Agreement" means with respect to any Person any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary. 


        "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 to customers in the ordinary course of business) or other extension 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 


18





 

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;  provided that none of the following
will be deemed to be an Investment: 



	(1)
	Hedging
Obligations entered into in the ordinary course of business and in compliance with the Indenture;



	(2)
	endorsements
of negotiable instruments and documents in the ordinary course of business; and



	(3)
	an
acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of common equity securities of
the Company. 




        For
purposes of Section 3.4: 



	(1)
	"Investment"
will include the portion (proportionate to the Company's equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) the Company's "Investment" in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company's
equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that
such Subsidiary is so re-designated a Restricted Subsidiary; and



	(2)
	any
property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the
Board of Directors of the Company. 




        "Issue Date" means the date on which the Initial Securities are originally issued. 


        "Joint Venture" means a partnership or joint venture that is not a Restricted Subsidiary. 


        "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). 


        "Net Available Cash" from an Asset Disposition means cash payments actually received (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but 


19





 

excluding
any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other noncash form) therefrom, in each case net of: 



	(1)
	all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local
taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset
Disposition;



	(2)
	all
payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;



	(3)
	all
distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition;



	(4)
	the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset
Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and



	(5)
	all
expenditures incurred to inspect, repair or modify a Vessel and bring such Vessel to the condition and place of delivery in connection with the sale of such Vessel as may be
specified in the related purchase and sale agreement or otherwise as the board of directors of the Company shall determine as advisable in connection with such sale. 




        "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale actually
received net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually
incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax
sharing arrangements). 


        "Non-Recourse Debt" means Indebtedness as to which: 



	(1)
	neither
the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or
instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); 



20





 



	(2)
	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



	(3)
	provides
that there is no recourse against any of the assets of the Company or its Restricted Subsidiaries. 




        "Non-U.S. Person" means a person who is not a U.S. person, as defined in Regulation S. 



        "Note Register" means the register of Securities, maintained by the Trustee, pursuant to  Section 2.3. 


        "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 or an Assistant
Secretary 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. 


        "Pari Passu Indebtedness" means Indebtedness that ranks equally in right of payment to the Securities. 


        "Permitted Holders" means (i) Peter C. Georgiopoulos, any of his siblings and any of their respective spouses and lineal
descendents and (ii) Oaktree Management and any of their respective Affiliates. 


        "Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in: 



	(1)
	a
Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary; provided, however,
that the primary business of such Restricted Subsidiary is a Related Business;



	(2)
	another
Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company
or a Restricted Subsidiary; provided, however, that such Person's primary business is a Related Business; 



21





 



	(3)
	Investments
in Joint Ventures in connection with a Related Business in an aggregate principal amount not to exceed, as of the most recent balance sheet date, the lesser of
(a) $100 million and (b) 10% of Consolidated Net Tangible Assets of the Company at any one time outstanding;



	(4)
	cash
and Cash Equivalents;



	(5)
	receivables
owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade
terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances;



	(6)
	payroll,
travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in
the ordinary course of business;



	(7)
	stock,
obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of
judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;



	(8)
	Investments
made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with  Section 3.7;



	(9)
	Investments
in existence on the Issue Date;



	(10)
	Currency
Agreements, Fuel Hedging Agreements and Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with  Section 3.3;



	(11)
	Guarantees
issued in accordance with Section 3.3; and



	(12)
	in
addition to the items referred to in clauses (1) through (11) above, so long as no Event of Default has occurred and is continuing, Investments by the Company or any
of its Restricted Subsidiaries, when taken together with other Investments made pursuant to this clause (12), in an aggregate amount not to exceed $20 million outstanding at any one
time. 




        "Permitted Liens" means, with respect to any Person: 



	(1)
	Liens
securing Indebtedness and other obligations of the Company under the Senior Credit Agreement and related Interest Rate Agreements and other Hedging Obligations and liens on
assets of Restricted Subsidiaries 



22











  



	

	securing
Guarantees of Indebtedness and other obligations of the Company and its Restricted Subsidiaries under the Senior Credit Agreement permitted to be incurred under
the Indenture;



	(2)
	Liens
securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person, including a Vessel (which
term, for purposes of this clause (2), shall include the Capital Stock of a Person substantially all of the assets of which is a Vessel and any Related Assets, as the context may require);  provided, however,
 (A) subject to clause (B) below, in the case of a Vessel, (i) except as provided in clauses (ii),
(iii) and (iv) below, the principal amount of Indebtedness secured by such a Lien does not exceed (x) with respect to Indebtedness Incurred to finance the construction of such
Vessel, 80% of the sum of (1) the contract price pursuant to the Vessel Construction Contract for such Vessel and (2) any other Ready for Sea Cost for such Vessel, and (y) with
respect to Indebtedness Incurred to finance the acquisition of such Vessel, 80% of the sum of (1) the contract price for the acquisition of such Vessel and (2) any other Ready for Sea
Cost of such Vessel, (ii) in the case of Indebtedness that matures within nine months after the Incurrence of such Indebtedness (other than any Refinancing Indebtedness of such Indebtedness or
Indebtedness that matures within one year prior to the Stated Maturity of the Securities), the principal amount of Indebtedness secured by such a Lien shall not exceed the fair market value, as
determined in good faith by the Board of Directors, of such Vessel at the time such Lien is incurred, (iii) in the case of a Sale/Leaseback Transaction, the principal amount of Indebtedness
secured by such a Lien shall not exceed the fair market value, as determined in good faith by the Board of Directors, of such Vessel at the time such Lien is incurred and (iv) in the case of
Indebtedness representing Capitalized Lease Obligations relating to a Vessel, the principal amount of Indebtedness secured by such a Lien shall not exceed 100% of the sum of (1) the fair market
value, as determined in good faith by the Board of Directors, of such Vessel at the time such Lien is incurred and (2) any Ready for Sea Cost for such Vessel and (B) in the case of
Additional Assets acquired directly or indirectly from Net Available Cash pursuant to Section 3.7, the principal amount of Indebtedness secured
by such a Lien does not exceed the lesser of (i) 80% of the contract price for the acquisition of such Additional Asset and (ii) the contract price for the acquisition of such Additional
Asset less the Net Available Cash used to acquire such Additional Asset; provided further, however, that such Lien may not extend to any other property
owned by such Person or any of its Subsidiaries at the time the Lien is Incurred and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than
180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; 



23





 



	(3)
	pledges
or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each
case Incurred in the ordinary course of business;



	(4)
	Liens
imposed by law, including carriers', warehousemen's and mechanics' Liens;



	(5)
	Liens
for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate
proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;



	(6)
	Liens
in favor of issuers of surety or performance bonds or letters of credit or bankers' acceptances issued pursuant to the request of and for the account of such Person in the
ordinary course of its business; provided, however, that such letters of credit do not constitute
Indebtedness;



	(7)
	encumbrances,
easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate
materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;



	(8)
	Liens
securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging
Obligation;



	(9)
	leases
and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;



	(10)
	judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the
review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 



24





 



	(11)
	Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations with respect to, assets or property (other than Vessels)
acquired or constructed in the ordinary course of business, provided that:



	(a)
	the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under the Indenture and does not exceed the cost of the assets or property
so acquired or constructed; and



	(b)
	such
Liens are created within 180 days of construction or acquisition 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;






	(12)
	Liens
arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a depositary institution; provided that:



	(a)
	such
deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations
promulgated by the Federal Reserve Board; and



	(b)
	such
deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;






	(13)
	Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases and vessel charters entered into by the Company and its Restricted Subsidiaries in
the ordinary course of business;



	(14)
	Liens
existing on the Issue Date;



	(15)
	Liens
on property or shares of stock 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;



	(16)
	Liens
on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or 



25





 



	

	consolidation
with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created,
incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other
property owned by the Company or any Restricted Subsidiary;



	(17)
	Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or a Wholly Owned Subsidiary;



	(18)
	Liens
securing the Securities and Subsidiary Guarantees;



	(19)
	Liens
securing Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, provided that any such Lien
is limited to all or part of the same property or assets (plus improvements, accessions, 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;



	(20)
	Liens
incurred in the ordinary course of business of the Company or any Restricted Subsidiary arising from Vessel chartering, drydocking, maintenance, the furnishing of supplies and
bunkers to Vessels, repairs and improvements to Vessels, crews' wages and maritime Liens;



	(21)
	any
Lien or pledge created or subsisting in the ordinary course of business over documents of title, insurance policies or sale contracts in relation to commercial goods to secure
the purchase price thereof;



	(22)
	Liens
for salvage and general average; and



	(23)
	in
addition to the items referred to in clauses (1) through (22) above, Liens securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated
Obligations) in an aggregate principal amount outstanding at any one time not to exceed $20 million. 




        "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 hereof or any other entity. 


        "Preferred Stock", as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation. 


26





 

        "Public Equity Offering" means an offering for cash by the Company of its common stock, or options, warrants or rights with respect to its
common stock made pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission (other than on Form S-4 or S-8). 



        "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 Restricted 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 intended use, including any and all inspections, appraisals, repairs, modifications, additions, permits and licenses in connection with such acquisition or lease, which would be
classified and accounted for as "property, plant and equipment" in accordance with GAAP. 


        "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 have a correlative meaning) any Indebtedness existing on the date of the Indenture
or Incurred in compliance with the 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: 



	(1)
	(a)
if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Securities, 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 Securities, the
Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Securities;



	(2)
	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;



	(3)
	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 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); and



	(4)
	if
the Indebtedness being refinanced is subordinated in right of payment to the Securities or the Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of
payment to the Securities or the Subsidiary Guarantee on terms at least as favorable to the Holders of Securities as 



27





 



	

	those
contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 




        "Registration Rights Agreement" means that certain registration rights agreement dated as of the date of this Indenture by and between the
Company, the Subsidiary Guarantors and the initial purchasers set forth therein and future registration rights agreements with respect to Additional Securities. 



        "Related Asset" means, with respect to a Vessel, (i) any insurance policies and contracts from time to time in force with respect
to such Vessel, (ii) the Capital Stock of any Subsidiary of the Company owning such Vessel and related assets, (iii) any requisition compensation payable in respect of any compulsory
acquisition thereof, (iv) any earnings derived from the use or operation thereof and/or any earnings account with respect to such earnings, (v) any charters, operating leases and related
agreements entered into in respect of such Vessel and any security or guarantee in respect of the charterer's or lessee's obligations under such charter, lease or agreement, (vi) any cash
collateral account established with respect to such Vessel pursuant to the financing arrangement with respect thereto, (vii) any building, conversion or repair contracts relating to such Vessel
and any security or guarantee in respect of the builder's obligations under such contracts and (viii) any security interest in, or agreement or assignment relating to, any of the foregoing or
any mortgage in respect of such Vessel. 


        "Related Business" means any business which is the same as or related, ancillary or complementary to any of the businesses of the Company
and its Restricted Subsidiaries on the date of the Indenture or any other business that the Board of Directors determines in good faith is an appropriate business for the Company or a Restricted
Subsidiary. 


        "Related Business Asset" means assets used or useful in a Related Business. 


        "Representative" means any trustee, agent or representative (if any) of an issue of Indebtedness;  provided that when used in connection with the Senior Credit Agreement,
the term "Representative" shall refer to the administrative agent under the
Senior Credit Agreement. 


        "Restricted Investment" means any Investment other than a Permitted Investment. 



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


        "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. 


        "Secured Indebtedness" means Indebtedness that is secured by a lien on the property or assets of the relevant obligor. 



        "Securities" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


28





 

        "Securities Act" means the Securities Act of 1933, as amended. 



        "Securities Custodian" means the custodian with respect to the Global Security (as appointed by DTC), or any successor Person thereto and
shall initially be the Trustee. 


        "Securityholder" or "Holder" means the Person in whose name a Security is registered in
the Note Register. 


        "Senior Credit Agreement" means, with respect to the Company, one or more debt facilities (including, without limitation, the $300,000,000
Credit Agreement dated June 15, 2001, among General Maritime Corporation, Christiania Bank og KreditKasse ASA, New York Branch and various Lenders (the "$300,000,000 Credit Agreement"), the
$165,000,000 Credit Agreement dated June 27, 2001, among General Maritime Corporation, Christiania Bank og KreditKasse ASA, New York Branch and various Lenders (the "$165,000,000 Credit
Agreement") and the $450,000,000 Credit Agreement dated March 11, 2003, among General Maritime Corporation, J.P. Morgan plc, Nordea Bank Finland plc, New York Branch and various lenders (the
"$450,000,000 Credit Agreement")) (or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, notes, bonds, 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 (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original
senior secured credit agreement or any other credit or other agreement or indenture). 


        "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the SEC. 


        "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. 


        "Subordinated Obligation" means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a written agreement. 



        "Subsidiary" of any Person means any corporation, association, partnership, joint venture, limited liability company or other business
entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership and joint venture interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is 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 Subsidiary of the
Company. 


29





 

        "Subsidiary Guarantee" means, individually, any Guarantee of payment of the Securities by a Subsidiary Guarantor pursuant to the terms of
the Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by the Indenture. 



        "Subsidiary Guarantor" means each Subsidiary of the Company in existence on the Issue Date and any Restricted Subsidiary created or
acquired by the Company after the Issue Date. 


        "Treasury Rate" means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the Redemption Date (or, if such
Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the Redemption Date to March 15, 2008;  provided, however,
that if the period from the Redemption Date to March 15, 2008 is not equal to
the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to
March 15, 2008 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 


        "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15  U.S.C. §§ 77aaa-77bbbb), as in effect
on the date of this Indenture. 



        "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 


        "Trust Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this Indenture. 


        "Unrestricted Subsidiary" means: 



	(1)
	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



	(2)
	any
Subsidiary of an Unrestricted Subsidiary. 



30





 





        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: 



	(1)
	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;



	(2)
	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;



	(3)
	such
designation and the Investment of the Company in such Subsidiary complies with Section 3.4;



	(4)
	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;



	(5)
	such
Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:



	(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; and






	(6)
	on
the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company. 




        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 the 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; provided that immediately
after giving effect to such 


31





 

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 under
the first paragraph of Section 3.3 on a pro forma basis taking into account such designation. 


        "Vessel" means one or more shipping vessels whose primary purpose is the maritime transportation of cargo and/or passengers or which are
otherwise engaged, used or useful in any business activities of the Company and its Restricted Subsidiaries and which are owned by and registered (or to be owned by and registered) in the name of the
Company or any of its Restricted Subsidiaries or operated or to be operated by the Company or any of its Restricted Subsidiaries pursuant to a lease or other operating agreement constituting a
Capitalized Lease Obligation, in each case together with all related spares, equipment and any additions or improvements. 


        "Vessel Construction Contract" means any contract for the construction (or construction and acquisition) of a Vessel entered into by the
Company or any Restricted Subsidiary, including any amendments, supplements or modifications thereto or change orders in respect thereof. 



        "Voting Stock" of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in
the election of directors. 


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


        SECTION
1.2.    Other Definitions.    



	Term
 
	 	Defined in Section
	 
	"Additional Amounts"	 	3.1	(b)
	

"Additional Restricted Securities"	
 	

2.1	
(b)
	

"Affiliate Transaction"	
 	

3.8	
 
	

"Agent Member"	
 	

2.1	
(e)
	

"Asset Disposition Offer"	
 	

3.7	
(b)
	

"Asset Disposition Offer Amount"	
 	

3.7	
(c)(1)
	

"Asset Disposition Offer Period"	
 	

3.7	
(c)(1)





32







  



	"Asset Disposition Purchase Date"	 	3.7	(c)(1)
	

"Authenticating Agent"	
 	

2.2	
 
	

"Change in Tax Law"	
 	

5.1	
(b)
	

"Change of Control Offer"	
 	

3.9	
(b)
	

"Change of Control Payment"	
 	

3.9	
(b)(1)
	

"Change of Control Payment Date"	
 	

3.9	
(b)(2)
	

"Company Order"	
 	

2.2	
 
	

"Corporate Trust Office"	
 	

3.15	
 
	

"covenant defeasance option"	
 	

8.1	
(b)
	

"cross acceleration provision"	
 	

6.1	
(6)(b)
	

"Defaulted Interest"	
 	

2.13	
 
	

"Event of Default"	
 	

6.1	
 
	

"Excess Proceeds"	
 	

3.7	
(b)
	

"Exchange Global Note"	
 	

2.1	
(b)
	

"Global Securities"	
 	

2.1	
(b)
	

"IAI"	
 	

2.1	
(b)
	

"Institutional Accredited Investor Note"	
 	

2.1	
(b)
	

"Institutional Accredited Investor Global Note"	
 	

2.1	
(b)
	

"judgment default provision"	
 	

6.1	
(8)
	

"legal defeasance option"	
 	

8.1	
(b)
	

"Legal Holiday"	
 	

11.8	
 
	

"Obligations"	
 	

10.1	
 
	

"Pari Passu Notes"	
 	

3.7	
(b)
	

"payment default"	
 	

6.1	
(6)
	

"Paying Agent"	
 	

2.3	
 
	 	 	 	 






33





 

	

"Payor"	
 	

3.1	
 
	

"Private Placement Legend"	
 	

2.1	
(d)
	

"QIB"	
 	

2.1	
(b)
	

"Redemption Date"	
 	

5.1	
 
	

"Registrar"	
 	

2.3	
 
	

"Regulation S"	
 	

2.1	
(b)
	

"Regulation S Global Note"	
 	

2.1	
(b)
	

"Regulation S Legend"	
 	

2.1	
(d)
	

"Regulation S Note"	
 	

2.1	
(b)
	

"Relevant Tax Jurisdiction"	
 	

3.1	
(b)
	

"Resale Restriction Termination Date"	
 	

2.6	
(a)
	

"Restricted Payment"	
 	

3.4	
 
	

"Rule 144A"	
 	

2.1	
(b)
	

"Rule 144A Global Note"	
 	

2.1	
(b)
	

"Rule 144A Note"	
 	

2.1	
(b)
	

"Special Interest Payment Date"	
 	

2.13	
(a)
	

"Special Record Date"	
 	

2.13	
(a)
	

"Successor Company"	
 	

4.1	
 
	

"Total Loss"	
 	

3.3	
 






        SECTION
1.3.    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the mandatory
provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 


        "Commission"
means the Securities and Exchange Commission. 


        "indenture
securities" means the Securities. 


        "indenture
security holder" means a Securityholder. 


        "indenture
to be qualified" means this Indenture. 


34





 

        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the Indenture securities means the Company and any other obligor on the Indenture securities. 



        All
other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings assigned to
them by such definitions. 


        SECTION
1.4.    Rules of Construction.    Unless the context otherwise requires: 



	(1)
	a
term has the meaning assigned to it;



	(2)
	an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;



	(3)
	"or"
is not exclusive;



	(4)
	"including"
means including without limitation;



	(5)
	words
in the singular include the plural and words in the plural include the singular;



	(6)
	unsecured
Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;



	(7)
	the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated
such date prepared in accordance with GAAP; and



	(8)
	the
principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater. 



ARTICLE II  


 The Securities  


        SECTION
2.1.    Form, Dating and Terms.    


        (a)   The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof
will be in an aggregate principal amount of $250,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation,  Section 3.3 hereof, Additional Securities and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration
or transfer, or in lieu of, other Securities 


35





 

pursuant
to Section 2.6, 2.9, 2.11 or 9.5 or in
connection with an Asset Disposition Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to  Section 3.9. 



        The
Initial Securities, Additional Securities and Exchange Securities shall be known and designated as "10% Senior Notes due 2013" of the Company. 


        With
respect to any Additional Securities, the Company shall set forth in a Board Resolution and an Officer's Certificate, the following information: 



	(1)
	the
aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;



	(2)
	the
issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and



	(3)
	whether
such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. 




        The
Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the
Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of
the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled
to vote or consent. 


        (b)   The
Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 17, 2003, among the Company, the Subsidiary
Guarantors, J.P. Morgan Securities Inc. and the other initial purchasers named therein. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the
"Additional Restricted Securities") will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the
Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons
other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such
Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as
defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501
of the Securities Act in accordance with the procedure described herein. 


        Initial
Securities and Additional Restricted Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the
"Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form of  Exhibit A,
which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in  Section 2.1(d) (the "Rule 144A Global
Note"), deposited with the Trustee, as custodian for
DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's
rules regarding the maximum 


36





 

principal
amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 


        Initial
Securities and Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in
reliance on Regulation S shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form of  Exhibit A (the "Regulation S Global Note") deposited with the Trustee, as custodian for
DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's
rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 


        Initial
Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor
Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form of  Exhibit A (the
"Institutional Accredited Investor Global Note") deposited with the Trustee, as
custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note
may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the
Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided. 


        Exchange
Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a
permanent global Security, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a
part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the
"Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum
principal amount to be represented by a single certificate. 


        The
Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein
referred to as the "Global Securities." 


        The
principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at
such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided,
however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses
shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a 


37





 

Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. 


        The
Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on  Exhibit A and Exhibit B and in  Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each
Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and  Exhibit B are part of the terms of
this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to be bound by such terms. 



        (c)    Denominations.    The Securities shall be issuable only in fully registered form, without coupons, and only in
denominations of $1,000 and any integral multiple thereof. 


        (d)    Restrictive Legends.    Unless and until (i) an Initial Security is sold under an effective registration
statement or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective registration statement, in each case pursuant to the Registration Rights Agreement or
a similar agreement, 



        (A)  the
Rule 144A Global Note and the Institutional Accredited Investor Global Note shall bear the following legend (the "Private Placement
Legend") on the face thereof: 



"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 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 UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, SUCH REGISTRATION. 


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 




38





 


RELIANCE
ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF 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) AND (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. 


BY
ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS
SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR PLANS, INDIVIDUAL
RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN
ASSETS" OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS." 




        (B)  the
Regulation S Global Note shall bear the following legend (the "Regulation S Legend") on the face
thereof: 



"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT 




39





 


PURCHASING
FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
ACCEPTANCE HEREOF AGREES 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 COMPANY, (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 WITHIN THE MEANING OF REGULATION S,
(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 AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF
(A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT." 




        (C)  The
Global Securities, whether or not an Initial Security, shall bear the following legend on the face thereof: 



40





 


"UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THIS INDENTURE REFERRED TO ON THE REVERSE HEREOF." 





        (e)    Book-Entry Provisions    



          (i)  This
Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTC. 


         (ii)  Each
Global Security initially shall (x) be registered in the name of DTC for such Global Security or the nominee of DTC, (y) be delivered to the Trustee
as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). 


        (iii)  Members
of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the absolute owner of such Global Security 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 DTC or impair, as between DTC and its Agent Members, the operation of customary practices of
DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security. 


        (iv)  In
connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to subsection (f) of this  Section 2.1 to beneficial owners who are required to hold
Definitive Securities, the Securities Custodian shall reflect on its books and records
the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. 



41





 

         (v)  In
connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (f) of this  Section 2.1, such Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the
Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations. 


        (vi)  The
registered Holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 




        (f)    Definitive Securities.    (i) Except as provided below, owners of beneficial interests in Global
Securities will not be entitled to receive Definitive Securities. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Securities in exchange for
their beneficial interests in a Global Security upon written request in accordance with DTC's and the Registrar's procedures. In addition, Definitive Securities shall be transferred to all beneficial
owners in exchange for their beneficial interests in a Global Security if (a) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Security or DTC
ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not
appointed by the Company within 90 days of such notice or, (b) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Security
shall be so exchangeable or (c) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. 



         (ii)  Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to  Section 2.1(e)(iv)or (v) shall, except as otherwise
provided by  Section 2.6(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive Security set forth in
Section 2.1(d). 


        (iii)  In
connection with the exchange of a portion of a Definitive Security for a beneficial interest in a Global Security, the Trustee shall cancel such Definitive
Security, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Security representing the principal amount not so transferred. 




        SECTION
2.2.    Execution and Authentication.    One Officer shall sign the Securities for the Company by manual or
facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless, after
giving effect to any exchange of Initial Securities for Exchange Securities. 


        A
Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence
that such Security has been duly and validly authenticated and issued under this Indenture. A Security shall be dated the date of its authentication. 


42







   
        At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for
original issue on the Issue Date in an aggregate principal amount of $250,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange
Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company
Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial
Securities, Additional Securities or Exchange Securities. 


        The
Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless
limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by the Authenticating Agent. 


        In
case the Company or any Subsidiary Guarantor, pursuant to Article IV or  Section 10.2, shall be consolidated or merged with or into any other
Person or shall convey, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary
Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the
Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease
or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and
form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor
Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor
Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name. 


        SECTION
2.3.    Registrar and Paying Agent.    The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Securities may be presented for payment (the
"Paying Agent"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The
City of New York. The Registrar shall keep a register of the Securities and of their
transfer and exchange (the "Note Register"). The Company may have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent. 


43





 

        The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms
of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to  Section 7.7. The Company or any of its Restricted
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. 


        The
Company initially appoints the Trustee as Registrar and Paying Agent for the Securities. 


        SECTION
2.4.    Paying Agent to Hold Money in Trust.    By no later than 10:00 a.m. (New York City time) on the
date on which any principal of or interest on any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal or
interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee
all money held by such Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Company or any Subsidiary Guarantor in
making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the
Company, the Trustee shall serve as Paying Agent for the Securities. 


        SECTION
2.5.    Securityholder Lists.    The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Company shall furnish to
the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders. 


        SECTION
2.6.    Transfer and Exchange.    


        (a)   The
following provisions shall apply with respect to any proposed transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date
which is two years after the later of the date of its original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date"): 



          (i)  a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of
the transferee in the form as set forth on the reverse of the Security that it is purchasing for 



44





 

its
own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of
Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; 


         (ii)  a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee
or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Company or
the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and 


        (iii)  a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon
receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if
requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 




        (b)   The
following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 



          (i)  a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on
the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 


         (ii)  a
transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the delivery of
an opinion of counsel, certification and/or other information satisfactory to each of them; and 



        (iii)  a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Company or the
Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. 



45





 

        After
the expiration of the Restricted Period, interests in the Regulation S Note may be transferred without requiring the certification set forth in  Section 2.7, Section 2.8 or any additional certification. 


        (c)    Restricted Securities Legend.    Upon the transfer, exchange or replacement of Securities not bearing a
Restricted Securities Legend, the Registrar shall deliver Securities that do not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted
Securities Legend, the Registrar shall deliver only Securities that bear a Restricted Securities Legend unless there is delivered to the Registrar an Opinion of Counsel to the effect that neither such
legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. 


        (d)   The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to  Section 2.1 or this Section 2.6. The
Company shall have 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 prior written notice to the Registrar. 



        (e)    Obligations with Respect to Transfers and Exchanges of Securities.    



          (i)  To
permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this  Article II, execute and the Trustee shall authenticate Definitive Securities
and Global Securities at the Registrar's or
co-registrar's request. 


         (ii)  No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer
pursuant to Sections 3.7, 3.9 or 9.5). 


        (iii)  The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning
(1) 15 days before the mailing of a notice of an offer to repurchase or redeem Securities and ending at the close of business on the day of such mailing or (2) 15 days
before an interest payment date and ending on such interest payment date. 


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


         (v)  Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.1(e)
shall, except as otherwise provided by Section 2.6(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive
Security set forth in Section 2.1(d). 



46





 

        (vi)  All
Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits
under this Indenture as the Securities surrendered upon such transfer or exchange. 




        (f)    No Obligation of the Trustee    



          (i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, DTC or other Person with respect
to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in
the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any
amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to
Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Security). The rights of
beneficial owners in any Global Security shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its members, participants and any beneficial owners. 


         (ii)  The
Trustee shall have no obligation or duty 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 Security (including any transfers between or among DTC participants, members or beneficial owners in any Global Security) 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. 




        SECTION
2.7.    Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited
Investors.    













[Date] 














General
Maritime Corporation

c/o LaSalle Bank National Association

Corporate Trust Administration

135 S. LaSalle Street, Suite 1960

Chicago, Illinois 60603 


Dear
Sirs: 


        This
certificate is delivered to request a transfer of $                        principal amount of the 10% Senior Notes due 2013 (the
"Securities") of General Maritime Corporation (the "Company"). 


        Upon
transfer, the Securities would be registered in the name of the new beneficial owner as follows: 


47





 


        Name:
________________________ 


        Address:
______________________ 


        Taxpayer
ID Number: ____________ 


        The
undersigned represents and warrants to you that: 


        1.     We
are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an institutional "accredited investor" at least $250,000 principal amount
of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Securities and we invest in or purchase securities similar to the Securities in
the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 


        2.     We
understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following
sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is two
years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the
"Resale Restriction Termination Date") only (a) to the Company, (b) pursuant to a registration statement which has been declared effective
under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a qualified institutional buyer
under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and 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 within the meaning of 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 purchasing for its own account or for the account of
such an institutional "accredited investor," in each case in a minimum principal amount of Securities of $250,000 or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all
times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination
Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited
investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Securities pursuant to clauses (d), (e) or (f) 


48





 

above
to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. 



	 	 	TRANSFEREE:	    






	

 	
 	

 	

 
	 	 	BY:	    






        SECTION 2.8.    Form of Certificate to be Delivered in Connection with Transfers Pursuant to
Regulation S.    













[Date]















General
Maritime Corporation

c/o LaSalle Bank National Association

Corporate Trust Administration

135 S. LaSalle Street, Suite 1960

Chicago, Illinois 60603 



	Re:
	General
Maritime Corporation 10% Senior Notes due 2013 (the "Securities") 




Ladies
and Gentlemen: 


        In
connection with our proposed sale of $            aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 



        (a)   the
offer of the Securities was not made to a person in the United States; 


        (b)   either
(i) 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 (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we
nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 



        (c)   no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and 


        (d)   the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 




        In
addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm
that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 


49





 

        You
and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 



	 	 	Very truly yours,
	

 	
 	

[Name of Transferor]
	

 	
 	

 	

 
	 	 	By:	    
 Authorized Signature







        SECTION 2.9.    Mutilated, Destroyed, Lost or Stolen Securities.    If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within
a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification,
(b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a
"protected purchaser") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in
the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is replaced, and, in the absence of notice to the Company, any Subsidiary Guarantor or the Trustee that such Security
has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Security
or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security. 


        Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith. 



        Every
new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, any Subsidiary Guarantor (if applicable) and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time 


50





 

enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. 



        The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities. 


        SECTION
2.10.    Outstanding Securities.    Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security shall be deemed to be outstanding in the event the
Company or an Affiliate of the Company holds the Security, provided, however, that (i) for purposes of determining which are outstanding for
consent or voting purposes hereunder, the provisions of Section 11.6 shall apply and (ii) in determining whether the Trustee shall be
protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have
consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only
Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. 



        If
a Security is replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona fide purchaser. 


        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 


        SECTION
2.11.    Temporary Securities.    In the event that Definitive Securities are to be issued under the terms of
this Indenture, until such Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in
the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Securities. After the preparation of Definitive Securities, the temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities
at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Securities representing an equal principal amount of Securities.
Until so exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Securities. 


51





 

        SECTION
2.12.    Cancellation.    The Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or cancellation and destroy such Securities in accordance with its internal policies including delivery of a certificate (a
"Certificate of Destruction") describing such Securities disposed (subject to the record retention requirements of the Exchange Act). The Company may
not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. 


        SECTION
2.13.    Payment of Interest; Defaulted Interest.    Interest on any Security which is payable, and is
punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Security (or one or more predecessor Securities) is registered at the close of
business on the regular record date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 2.3. 


        Any
interest on any Security which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to
be payable to the Holder on the regular record date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne
by the Securities (such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below: 



        (a)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective predecessor Securities) are registered
at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security and the date (not less than 30 days after such notice) of the proposed payment (the
"Special Interest Payment Date"), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the "Special
Record Date") for the payment of such Defaulted Interest, which date shall be not more than 15 days and not less than 10 days prior to the Special Interest
Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in
the manner provided for in Section 11.2, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the
Persons in whose names the Securities 


52





 

(or
their respective predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 


        (b)   The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee. 


        Subject
to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


        SECTION
2.14.    Computation of Interest.    Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months. 


        SECTION
2.15.    CUSIP Numbers.    The Company in issuing the Securities may use "CUSIP" numbers (if then generally in
use) and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Company shall promptly notify the Trustee
in writing of any change in the CUSIP numbers. 


ARTICLE III  


 Covenants  


        SECTION
3.1.    Payment of Securities; Payment of Additional Amounts.    (a) Payment of
Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture.
Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture immediately available funds sufficient to pay
all principal and interest then due. 


        The
Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to
the extent lawful. 


        Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments hereunder. 


53









   
        (b)    Payment of Additional Amounts.    If any taxes, assessments or other governmental charges are imposed by any
jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a "Payor") is organized or otherwise considered by a taxing authority
to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or
therein having the power to tax (the "Relevant Tax Jurisdiction") in respect of any payments under the Securities, the Payor will pay to each Holder of
a Security, to the extent it may lawfully do so, such additional amounts ("Additional Amounts") as may be necessary in order that the net amounts paid
to such Holder will be not less than the amount specified in such Security to which such Holder is entitled; provided, however, the Payor will not be
required to make any payment of Additional Amounts for or on account of: 



	(1)
	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 Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof
or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) the presentation of a Security (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 (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented for such
30-day period);



	(2)
	Any
estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;



	(3)
	Any
tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a reasonable
and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner
which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental
charge; or



	(4)
	Any
combination of the above; 




nor
will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security 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 


54





 

payment
would be required by the laws of the Relevant Tax 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 Security. 


        The
Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the
payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. 



        The
Company and the Subsidiary Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise
in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of
any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the Republic of the Marshall Islands or any jurisdiction in which a
paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence
of any Event of Default with respect to the Securities. 


        All
references in this Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Amounts payable by the Payor in respect of such principal,
such premium, if any, and such interest. 


        SECTION 3.2.    SEC Reports.    For so long as any Securities are outstanding, to the extent permitted by the
Exchange Act, the Company shall either (i) file with the Commission or (ii) provide the Trustee and the registered Holders of the Securities with, in each case, the annual reports and
the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. 


        If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include
a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements, and in Management's Discussion and Analysis of Results of Operations
and Financial Condition of the financial condition and results of operations of the Company and its Restricted Subsidiaries. 



        SECTION 3.3.    Limitation on Indebtedness.    The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness; provided, however, that the Company and the Subsidiary Guarantors may Incur Indebtedness if on the
date thereof: 



	(1)
	the
Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.00 to 1.00; 



55





 



	(2)
	no
Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness; and



	(3)
	to
the extent that the Indebtedness is Incurred to fund the acquisition of vessels (other than pursuant to a Vessel Construction Contract), whether directly or indirectly, through an
asset or stock purchase or otherwise, the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries is not greater than 5.00 to 1.00. 




        The
first paragraph of this Section 3.3 will not prohibit the Incurrence of the following Indebtedness: 



	(1)
	Indebtedness
of the Company and its Restricted Subsidiaries Incurred pursuant to the Senior Credit Agreement in an amount up to $150 million at any time outstanding;



	(2)
	Indebtedness
of the Company and its Restricted Subsidiaries Incurred pursuant to the Senior Credit Agreement for the purpose of financing the acquisition of up to 19 vessels from
Metrostar Management Corporation prior to June 1, 2003, in an amount equal to $275 million less the aggregate principal amount of all scheduled principal repayments and all mandatory
prepayments of principal thereof, when made, permanently reducing the commitments thereunder;



	(3)
	Indebtedness
of the Company or any Restricted Subsidiary Incurred to finance the replacement (through construction or acquisition) of one or more Vessels, and any assets that shall
become Related Assets (and any Refinancing Indebtedness with respect to such Vessels or assets), upon a total loss, destruction, condemnation, confiscation, requisition, seizure, forfeiture, or other
taking of title to or use of such Vessel (provided that 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 actual payment of compensation, indemnification or similar payments to such Person (collectively, a
"Total Loss")) in an aggregate amount no greater than the Ready for Sea Cost for such replacement Vessel, in each case less all compensation, damages
and other payments (including insurance proceeds other than in respect of business interruption insurance) actually received by the Company or any Restricted Subsidiary 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;



	(4)
	the
Subsidiary Guarantees and other Guarantees by the Subsidiary Guarantors of Indebtedness Incurred in accordance with the provisions of this Indenture;  provided that in the event such Indebtedness that is
being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated 



56





 



	

	Obligation,
then the related Guarantee shall be subordinated in right of payment to the Subsidiary Guarantee;



	(5)
	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 Restricted Subsidiary,  provided, however;



	(a)
	if
the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to all obligations with respect to the Securities; and



	(b)
	(i) any
subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or
a Restricted Subsidiary of the Company; and



	(ii)
	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;



	(6)
	Indebtedness
represented by (a) the Securities, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (4), (5), (8), (10), (11), and (12))
outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (6) or clause (7) or Incurred pursuant to the
first paragraph of this Section 3.3;



	(7)
	Indebtedness
of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary Guarantor was acquired by the Company (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 Subsidiary Guarantor became a Subsidiary Guarantor
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 Subsidiary Guarantor 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  Section 3.3
giving effect to the Incurrence of such Indebtedness pursuant to this clause (7);



	(8)
	Indebtedness
under Currency Agreements, Fuel Hedging Agreements and Interest Rate Agreements; provided that in the case of Currency
Agreements and Fuel Hedging Agreements, such Currency Agreements and Fuel Hedging Agreements are related to business transactions of the 



57





 



	

	Company
or its Restricted Subsidiaries entered into in the ordinary course of business or in the case of Currency Agreements, Fuel Hedging Agreements and
Interest Rate Agreements, such Currency Agreements, Fuel Hedging Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries
(as determined in good faith by the Board of Directors or senior management of the Company) and substantially correspond in terms of notional amount, duration, currencies and interest rates, as
applicable, to Indebtedness of the Company or its Restricted Subsidiaries Incurred without violation of this Indenture;



	(9)
	Indebtedness
of the Company or any Restricted Subsidiary Incurred in relation to: (i) regular maintenance required to maintain the classification of any of the Vessels owned,
time chartered or bareboat chartered to or by the Company or any Restricted Subsidiary; (ii) scheduled dry-docking of any of the Vessels owned by the Company or any Restricted
Subsidiary for normal maintenance purposes; and (iii) any expenditures which will or may reasonably expected to be recoverable from insurance on such Vessels;



	(10)
	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;



	(11)
	Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case,
incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum
aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;



	(12)
	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



	(13)
	in
addition to the items referred to in clauses (1) through (12) above, Indebtedness of the Company and its Restricted Subsidiaries (which may, but need not be, Incurred in
whole or in part under the Senior Credit Agreement) in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness 



58





 



	

	Incurred
pursuant to this clause (13) and then outstanding, will not exceed $50 million. 




        The
Company will not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the
Company unless such Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor will incur any Indebtedness if the
proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary may Incur any Indebtedness if the proceeds are
used to refinance Indebtedness of the Company. 


        For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this  Section 3.3: 



	(1)
	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  Section 3.3, the Company, in its sole discretion,
will classify such item of Indebtedness on the date of Incurrence and only be required to
include the amount and type of such Indebtedness in one of such clauses; and



	(2)
	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 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 will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness
outstanding as of any date shall be (i) the accreted value of the Indebtedness 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. 


        In
addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse
Debt. 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 of the Company as of such
date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.3, the Company shall be in Default of this  Section 3.3). 



        For
purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-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; provided that if 


59





 

such
Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated 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  Section 3.3, the maximum amount of
Indebtedness that the Company may Incur pursuant to this  Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount
of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to
the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 


        SECTION 3.4.    Limitation on Restricted Payments.    The Company shall not, and shall not permit any of its
Restricted Subsidiaries, directly or indirectly, to: 



	(1)
	declare
or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) except:



	(a)
	dividends
or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock; and



	(b)
	dividends
or distributions payable to the Company or a Restricted Subsidiary of the Company (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders
of common Capital Stock on a pro rata basis);






	(2)
	purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a
Restricted Subsidiary of the Company (other than in exchange for Capital Stock of the Company (other than Disqualified Stock));



	(3)
	purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated
Obligations or Guarantor Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or



	(4)
	make
any Restricted Investment in any Person; 



60





 





(any
such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) shall be referred
to herein as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 




	(a)
	a
Default shall have occurred and be continuing (or would result therefrom); or



	(b)
	the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3 after giving
effect, on a pro forma basis, to such Restricted Payment; or



	(c)
	the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of:



	(i)
	50%
of Consolidated Net Income for the period (treated as one accounting period) from the first day of the fiscal quarter in which the Issue Date occurs to the end of
the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence (or, in case such Consolidated Net Income is a deficit, minus 100% of
such deficit);



	(ii)
	the
aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions
subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or
similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such
loans have been repaid with cash on or prior to the date of determination);



	(iii)
	the
amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company)
subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or other
property, distributed by the Company upon such conversion or exchange); 







61





 





	(iv)
	the
amount equal to the net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from:



	(A)
	repurchases
or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of
loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary of the Company; or



	(B)
	the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investment") not to exceed, in the case of any
Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary,






	

	which
amount in each case under this clause (iv) was included in the calculation of the amount of Restricted Payments;  provided, however, that no amount will be included under this clause (iv) to
the extent it is already included in Consolidated Net Income; and



	(v)
	$25 million.







        The
provisions of the preceding paragraph will not prohibit: 



	(1)
	any
purchase or redemption of Capital Stock or Subordinated Obligations of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital
Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an
employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date
of determination); provided, however, that (a) such purchase or redemption will be excluded in subsequent calculations of the amount of
Restricted Payments and (b) the Net Cash Proceeds from such sale will be excluded from clause (c)(ii) of the preceding paragraph; 



62





 



	(2)
	any
purchase or redemption of Subordinated Obligations of the Company or Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Subordinated Obligations of the Company or Guarantor Subordinated Obligations, respectively, that qualifies as Refinancing Indebtedness; provided,
however, that such purchase or redemption will be excluded in subsequent calculations of the amount of Restricted Payments;



	(3)
	so
long as no Default or Event of Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations from Net Available Cash to the extent permitted under  Section 3.7;
provided, however, that such purchase or redemption will be excluded in subsequent
calculations of the amount of Restricted Payments;



	(4)
	dividends
paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this provision;  provided, however, that such dividends will be included in
subsequent calculations of the amount of Restricted Payments;



	(5)
	so
long as no Default or Event of Default has occurred and is continuing, the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or
options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company or any Restricted Subsidiary of the Company or any parent of the Company held by any
existing or former employees or management of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee
stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant
to this clause will not exceed $2.5 million in the aggregate during any calendar year and $10 million in the aggregate for all such redemptions and repurchases;  provided, however, that the
amount of any such repurchase or redemption will be included in subsequent calculations of the amount of Restricted
Payments;



	(6)
	so
long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the
Company issued in accordance with the terms of this Indenture to the extent such dividends are included in the definition of "Consolidated Interest Expense";  provided that the payment of such dividends
will be included in subsequent calculations of the amount of Restricted Payments; and



	(7)
	repurchases
of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price 



63











  



	

	thereof;
provided, however, that such repurchases will be excluded from subsequent calculations of the amount of Restricted
Payments. 




        The
amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid,
transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face
amount and any non-cash Restricted Payment shall be determined conclusively by the Board of Directors acting in good faith by resolution, such determination to be based upon an opinion or
appraisal issued by an investment banking firm of national standing if such fair market value is estimated to exceed $25 million, or, in the case of a Vessel, to be based upon a written
appraisal of three Independent Appraisers. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations required by Section 3.4 were computed, together with a copy of any
fairness opinion or appraisal required by this Indenture. 


        SECTION
3.5.    Limitation on Liens.    The Company shall not, and shall 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), whether owned on the date of this
Indenture or acquired after that date, securing any Indebtedness, unless contemporaneously with the Incurrence of the Liens effective provision is made to secure the Indebtedness due under this
Indenture and the Securities or, in respect of Liens on any Restricted Subsidiary's property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or prior to in
the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by such Lien for so long as such Indebtedness is so
secured. 


        SECTION
3.6.    Limitation on Restrictions on Distributions from Restricted Subsidiaries.    The Company shall not,
and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to: 



	(1)
	pay
dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary;



	(2)
	make
any loans or advances to the Company or any Restricted Subsidiary; or



	(3)
	transfer
any of its property or assets to the Company or any Restricted Subsidiary. 




        The
preceding provisions will not prohibit: 




	(i)
	any
encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture, including, without 




64





 


	

	limitation,
this Indenture and the Senior Credit Agreement in effect on such date;



	(ii)
	any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or
before the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to
consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or in contemplation of the
transaction) and outstanding on such date;



	(iii)
	any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness
Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in
clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect
to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such
agreements referred to in clauses (i)or (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;



	(iv)
	in
the case of clause (3) of the first paragraph of this Section 3.6, any encumbrance or restriction:



	(a)
	that
restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or
transfer of any such lease, license or other contract;



	(b)
	contained
in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such
encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or 







65





 





	(c)
	pursuant
to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;






	(v)
	purchase
money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3)
of the first paragraph of this Section 3.6 on the property so acquired;



	(vi)
	any
restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale
or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale
or disposition; and



	(vii)
	encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order. 







        SECTION
3.7.    Limitation on Sales of Assets and Subsidiary Stock.    (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: 



	(1)
	the
Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in
good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition;



	(2)
	at
least 80% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents;
and



	(3)
	subject
to the requirement to make an Asset Disposition Offer as described below, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the
Company or such Restricted Subsidiary, as the case may be, to any one of the following:



	(a)
	to
prepay, repay or purchase Indebtedness (other than Disqualified Stock or Subordinated Obligations) of the Company or Indebtedness (other than any Preferred Stock or Guarantor
Subordinated Obligation) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 360 days from the later of the date of such
Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of
Indebtedness pursuant to this clause (a), the Company 






66





 


	

	or
such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal
amount so prepaid, repaid or purchased; and



	(b)
	to
acquire or invest in Additional Assets or make installment or progress payments in respect of such Additional Assets within 360 days from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash. 





        (b)   Any
Net Available Cash from Asset Dispositions that are not applied or invested as provided in the preceding paragraph will be deemed to constitute
"Excess Proceeds." On the 361st day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million,
the Company will be required to make an offer ("Asset Disposition Offer") to all Holders of Securities and to the extent required by the terms of other
Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the
proceeds from any Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which
the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu
Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Notes, as applicable, in each
case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer
is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate
principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall
select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset
Disposition Offer, the amount of Excess Proceeds shall be reset at zero. 


        (c)   (1)
The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by
applicable law (the "Asset Disposition Offer Period"). No later than five Business Days after the termination of the Asset Disposition Offer Period (the
"Asset Disposition Purchase Date"), the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant
to this Section 3.7 (the "Asset Disposition Offer Amount") or, if less than the Asset Disposition
Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. 



	(2)
	If
the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the
Person in whose name a Security is registered at the close of business on such record date, and 



67





 



	

	no
additional interest will be payable to Holders of the Securities who tender Securities pursuant to the Asset Disposition Offer.



	(3)
	On
or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer
Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the
Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral
multiples of $1,000. The Company will deliver to the Trustee an Officers' Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.7 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the
Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or
deliver to each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly
tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon
delivery of an Officers' Certificate from the Company will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security
surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company
will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof.
The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. 




        For
the purposes of this Section 3.7, the following will be deemed to be cash: 



	(1)
	the
assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness (other than Guarantor Subordinated
Obligations or Preferred Stock) of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such
Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and



	(2)
	securities,
notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such
Restricted Subsidiary into cash. 




        The
Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: 


68





 

	(1)
	at
the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof;



	(2)
	in
the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors
of the Company in good faith, in excess of $5 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company; and



	(3)
	in
the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors
of the Company in good faith, in excess of $30 million, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing (or, in the case
of Vessels, three Independent Appraisers), that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view. 




        (d)   The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Securities pursuant to this Section 3.7. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.7, the Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Indenture by virtue of any conflict. 




        SECTION
3.8.    Limitation on Affiliate Transactions.    The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless: 



	(1)
	the
terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable
transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate;



	(2)
	in
the event such Affiliate Transaction involves an aggregate amount in excess of $5 million, the terms of such transaction have been approved by a majority of the members of
the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be,
determines that such Affiliate Transaction satisfies the criteria in clause (1) above); and 



69





 



	(3)
	in
the event such Affiliate Transaction involves an aggregate amount in excess of $10 million, the Company has received a written opinion from an independent investment banking
firm of nationally recognized standing (or, in the case of Vessels, three Independent Appraisers) that such Affiliate Transaction is not materially less favorable than those that might reasonably have
been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate. 




        The
preceding paragraph will not apply to: 



	(1)
	any
Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to this Indenture;



	(2)
	any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock
ownership plans and other reasonable fees, compensation, benefits and indemnities paid or entered into by the Company or its Restricted Subsidiaries in the ordinary course of business to or with
officers, directors or employees of the Company and its Restricted Subsidiaries;



	(3)
	any
transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries;



	(4)
	the
payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors or employees of the Company or any Restricted Subsidiary of the Company;
and



	(5)
	the
performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a
party on the Issue Date and disclosed in the Offering Memorandum, as these agreements may be amended, modified or supplemented from time to time; provided,
however, that any future amendment, modification or supplement entered into after the Issue Date will be permitted to the extent that its terms are not more disadvantageous to
the Holders of the Securities than the terms of the agreements in effect on the Issue Date.




        SECTION
3.9.    Change of Control.    (a) If a Change of Control occurs, each registered Holder of Securities
will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount of the Securities 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); provided, however, that notwithstanding the foregoing, the Company shall not be obligated to repurchase 


70





 

the
Securities pursuant to this Section 3.9 if the Company has exercised its right to redeem all of the Securities pursuant to the terms of  Section 5.1. 


        (b)   Within
30 days following any Change of Control, the Company will mail a notice (the "Change of Control Offer") to
each registered 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 Securities at a purchase price in cash equal to 101% of the
principal amount of such Securities plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant
interest payment date) (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 Securities repurchased. 




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



	(1)
	accept
for payment all Securities or portions of Securities (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;



	(2)
	deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities so tendered; and



	(3)
	deliver
or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions of
Securities being purchased by the Company. 




        (d)   The
Paying Agent will promptly mail to each Holder of Securities so tendered the Change of Control Payment for such Securities, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any;  provided that
each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. 



        (e)   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 Security is registered at the close of business on such 


71





 

record
date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer. 



        (f)    In
the event that any issue of Indebtedness issued under an indenture or other agreement may be violated by the payment of the Change of Control Offer, the Company
covenants to effect repayment of such Indebtedness or obtain from the holders of such Indebtedness consent and waivers of any event of default within 30 days following any Change of Control, it
being a Default of this Section 3.9 if the Company fails to comply with such covenant. 


        (g)   The
Company will 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 Securities validly tendered and not
withdrawn under such Change of Control Offer. 


        The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Securities pursuant to this Section 3.9. 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
3.10.    Limitation on Sale of Capital Stock of Restricted Subsidiaries.    The Company shall not, and shall
not permit any Restricted Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose of any Voting Stock of any Restricted Subsidiary or to issue any of the Voting Stock of a
Restricted Subsidiary (other than, if necessary, shares of its Voting Stock constituting directors' qualifying shares) to any Person except: 



	(1)
	to
the Company or a Wholly-Owned Subsidiary; or



	(2)
	in
compliance with Section 3.7 and immediately after giving effect to such issuance or sale, such Restricted Subsidiary would
continue to be a Restricted Subsidiary. 




        Notwithstanding
the preceding paragraph, the Company may sell all the Voting Stock of a Restricted Subsidiary as long as the Company complies with the terms of  Section 3.7. 


        SECTION
3.11.    Excess Cash Flow.    The Company and its Restricted Subsidiaries shall apply 50% of any Excess Cash
Flow (determined on a consolidated basis) in respect of each quarter in the fiscal year ending December 31, 2003 on a pro rata basis to repay
First Priority Term Loans, the $165,000,000
Credit Agreement and the $300,000,000 Credit Agreement. Excess Cash Flow shall be calculated on a quarterly basis commencing on the last day of the Company's fiscal quarter ending March 31,
2003, and shall be applied no later than 60 days following the end of any such fiscal quarter. 


72





 

        SECTION
3.12.    Limitation on Sale/Leaseback Transactions.    The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: 



	(1)
	the
Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as
evidenced by a resolution of the Board of Directors of the Company) of the property subject to such transaction;



	(2)
	the
Company or such Restricted Subsidiary could have Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant
to Section 3.3;



	(3)
	the
Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities as set forth
in Section 3.5; and



	(4)
	the
Sale/Leaseback Transaction is treated as an Asset Disposition and all of the conditions of this Indenture described under  Section 3.7 (including the provisions concerning the application of Net
Available Cash) are satisfied with respect to such Sale/Leaseback
Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Available Cash for purposes of such covenant. 




        SECTION
3.13.    Future Subsidiary Guarantors.    After the Issue Date, the Company will cause each Restricted
Subsidiary created or acquired by the Company or one or more of its Restricted Subsidiaries to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor
will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis. 


        SECTION
3.14.    Limitation on Lines of Business.    The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than a Related Business. 


        SECTION
3.15.    Maintenance of Office or Agency.    The Company will maintain in The City of New York, an office or
agency where the Securities may be presented or surrendered for payment, where, if applicable, the Securities may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of any change in the location of any 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 trustee's principal corporate trust office (the "Corporate Trust Office"), and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands. 


73







   
        The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other office or agency. 


        SECTION
3.16.    Corporate Existence.    Subject to Article IV
and Section 10.2, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) licenses and franchises of the Company and each Restricted Subsidiary;  provided, however, that the
Company shall not be required to preserve any such existence (except the Company), right, license or franchise if the Board
of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a
whole, and that the loss thereof would not have a material adverse effect on the ability of the Company to perform its obligations under the Securities or this Indenture,  provided, further, the Company
may merge in accordance with Sections 4.1 and  10.2. 


        SECTION
3.17.    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, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or lien upon the
property of the Company or any Restricted Subsidiary, except for any Lien permitted to be incurred pursuant to subsections (4) and (5) of the definition of "Permitted Liens";  provided, however, that 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 and for which appropriate reserves, if necessary (in the good faith judgment of management of
the Company), are being maintained in accordance with GAAP or where the failure to pay or discharge the same would not have a material adverse effect on the ability of the Company to perform its
obligations under the Securities or this Indenture. 


        SECTION
3.18.    Payments for Consent.    Neither the Company nor any of its Restricted Subsidiaries will, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any Holder of any Securities for or as an inducement to any consent, waiver or amendment of any
of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or is paid to all Holders of the Securities that consent, waive or
agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment. 


        SECTION
3.19.    Compliance Certificate.    The Company shall deliver to the Trustee within 120 days after the
end of each Fiscal Year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and 


74





 

whether
or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what
action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 


        SECTION
3.20.    Further Instruments and Acts.    Upon the reasonable request of the Trustee, the Company will execute
and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 


        SECTION
3.21.    Statement by Officers as to Default.    The Company shall deliver to the Trustee, as soon as possible
and in any event within thirty days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officers' Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto. 


ARTICLE IV  


 Successor Company  


        SECTION
4.1.    Merger and Consolidation.    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, unless: 



	(1)
	the
resulting, surviving or transferee Person (the "Successor Company") will be a corporation, partnership, trust or limited liability
company organized and existing under the laws of the Marshall Islands, the United States of America, any State of the United States or the District of Columbia, Liberia, Malta or any other country
recognized by the United State of America with an investment grade credit rating from either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. 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
Securities 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; 



75





 



	(3)
	immediately
after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of  Section 3.3;



	(4)
	each
Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its
Subsidiary Guarantee shall apply to such Person's obligations in respect of this Indenture and the Securities and its obligations under the Registration Rights Agreement shall continue to be in
effect; and



	(5)
	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. 




        For
purposes of this Section 4.1, 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
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 Company will not be released from the obligation to pay the principal of and interest on the Securities. 


        Notwithstanding
the preceding clause (3), (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets
to the Company or another Restricted Subsidiary and (y) the Company or any Restricted Subsidiary may merge with an Affiliate formed solely for the purpose of reconstituting the Company in
another jurisdiction to realize tax or other benefits. 



        SECTION
4.2.    Reflagging of Vessels.    Notwithstanding anything to the contrary herein, a Restricted Subsidiary may
reconstitute itself in another jurisdiction, or merge with or into another Restricted Subsidiary, for the purpose of reflagging a Vessel that it owns or bareboat charters so long as at all times each
Restricted Subsidiary remains organized under the laws of the Marshall Islands, the United States of America, any State of the United States or the District of Columbia, Liberia, Malta or any other
country recognized by the United State of America. 


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ARTICLE V  


 Redemption of Securities  


        SECTION
5.1.    Optional Redemption; Optional Tax Redemption.    (a) Except as set forth below, the Securities
are not redeemable until March 15, 2008. On and after March 15, 2008, the Company may redeem all or, from time to time, a part of the Securities upon not less than 30 nor more than
60 days' notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Securities, if any, to the applicable date of
redemption (any such date, a "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), if redeemed during the 12-month period beginning on March 15 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2008	 	105.000	%
	2009	 	103.333	%
	2010	 	101.667	%
	2011 and thereafter	 	100.00	%






        Prior
to March 15, 2006, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Securities with the Net Cash Proceeds of one or more
Public Equity Offerings at a redemption price of 110% of the principal amount thereof, plus accrued and unpaid interest, if any, to the 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); provided that 



	(1)
	at
least 65% of the original principal amount of the Securities remains outstanding after each such redemption; and



	(2)
	the
redemption occurs within 60 days after the closing of such Public Equity Offering. 




        If
the optional redemption date is on or after an interest record date and on or before the related interest payment date, then accrued and unpaid interest, if any, will be paid to the
Person in whose name the Security is registered at the close of business on such record date, and no additional interest will be payable to holders whose Securities will be subject to redemption by
the Company. 


        At
any time on or prior to March 15, 2008 the Securities may be redeemed in whole or in part at the option of the Company upon either (a) the occurrence of a Change of
Control or (b) if no more than 5.0% of the initial principal amount of the Securities shall remain outstanding at any time, in each case upon not less than 30 nor more than 60 days'
prior notice (but in no event more than 90 days after the occurrence of such Change of Control event) mailed by first-class mail to each registered Holder's registered address, at a redemption
price equal to 


77





 

100%
of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the 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). 


        (b)   The
Payor will be entitled to redeem all or part of the Securities if as a result of any change in or amendment to the laws, regulations or rulings of any Relevant Tax
Jurisdiction 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 Relevant Tax Jurisdiction is a party (a "Change in Tax Law") the Payor is or would
be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities as set forth in Section 3.1,
and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. In the case of the Company, the Change in Tax Law must become effective on or
after the date of the Offering Memorandum. In the case of a Subsidiary Guarantor, or a successor of either the Company or a Subsidiary Guarantor, the Change in Tax Law must become effective after the
date that such entity first makes payment on the Securities. Further, the Payor must deliver to the Trustee at least 30 days before the applicable redemption date an Opinion of Counsel of
recognized standing to the effect that the Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law. The Payor must also provide the Holders with notice of
the intended redemption at least 30 days and no more than 60 days before the applicable redemption date. The redemption price will equal the principal amount of the Security plus accrued
and unpaid interest thereon, if any to the applicable redemption date and Additional Amounts, if any, then due and which otherwise would be payable. 


        SECTION
5.2.    Applicability of Article.    Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 



        SECTION
5.3.    Election to Redeem; Notice to Trustee.    The election of the Company to redeem any Securities
pursuant to Section 5.1 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall,
upon not later than the earlier of the date that is 45 days prior to the Redemption Date fixed by the Company or the date on which notice is given to the Holders (except as provided in  Section 5.5 or unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to  Section 5.4.



        SECTION
5.4.    Selection by Trustee of Securities to Be Redeemed.    If less than all the Securities are to be
redeemed at any time pursuant to an optional redemption, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the
outstanding Securities not previously called for redemption, in compliance with the requirements of the principal securities exchange, if any, on which such Securities are listed, or, if such
Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as
complies with applicable legal requirements) and which may provide for the selection for 


78





 

redemption
of portions of the principal of the Securities; provided, however, that no such partial redemption shall reduce the portion of the principal
amount of a Security not redeemed to less than $1,000. 


        The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed. 


        For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 



        SECTION
5.5.    Notice of Redemption.    Notice of redemption shall be given in the manner provided for in  Section 11.2 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. The Trustee
shall give notice of redemption in the Company's name and at the Company's expense; provided, however, that the Company shall deliver to the Trustee, at
least 45 days prior to the Redemption Date, an Officers' Certificate requesting that the Trustee give such notice at the Company's expense and setting forth the information to be stated in such
notice as provided in the following items. 


        All
notices of redemption shall state: 



	(1)
	the
Redemption Date,



	(2)
	the
redemption price and the amount of accrued interest to the Redemption Date payable as provided in Section 5.7, if any,



	(3)
	if
less than all outstanding Securities are to be redeemed, the identification of the particular Securities (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption,



	(4)
	in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the
Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,



	(5)
	that
on the Redemption Date the redemption price (and accrued interest, if any, to the Redemption Date payable as provided in  Section 5.7) will become due and payable upon each such Security, or the
portion thereof, to be redeemed, and, unless the Company defaults in
making the redemption payment, that interest on Securities called for redemption (or the portion thereof) will cease to accrue on and after said date, 



79





 



	(6)
	the
place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any,



	(7)
	the
name and address of the Paying Agent,



	(8)
	that
Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,



	(9)
	the
CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Securities, and



	(10)
	the
paragraph of the Securities pursuant to which the Securities are to be redeemed. 




        SECTION
5.6.    Deposit of Redemption Price.    Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.4) an
amount of money sufficient to pay the redemption price of, and accrued interest on, all the Securities which are to be redeemed on that date. 


        SECTION
5.7.    Securities Payable on Redemption Date.    Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued interest, if any, to the Redemption Date), and from
and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the redemption price, together with accrued interest, if any, to the Redemption Date (subject to the rights of
Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 


        If
any Security 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 borne by the Securities. 


        SECTION
5.8.    Securities Redeemed in Part.    Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.15
(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security at the expense of
the Company, a new Security or Securities, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered, provided, that each such new Security will be in a principal amount of $1,000 or integral multiple thereof. 


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ARTICLE VI  


 Defaults and Remedies  


        SECTION
6.1.    Events of Default.    Each of the following is an "Event of Default": 



	(1)
	default
in any payment of interest or additional interest (as required by the Registration Rights Agreement) on any Security when due, continued for 30 days;



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



	(3)
	failure
by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or  Section 10.2;



	(4)
	failure
by the Company to comply for 30 days after notice with any of its obligations under Sections 3.2,  3.3, 3.4, 3.5,  3.6, 3.7, 3.8,  3.9, 3.10, 3.11,  3.12, 3.13,
 3.14,
3.15, 3.16, 3.17 and  3.18(in each case, other than a failure
to purchase Securities which will constitute an Event of Default under clause (2) above and other than a
failure to comply with Section 4.1 or Section 10.2 which is covered by clause (3));



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



	(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 for money borrowed by the Company or
any of its Restricted Subsidiaries (or the payment of which is guaranteed by 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 date of this Indenture, which default:



	(a)
	is
caused by a failure to pay principal of, or interest or premium, if any, on the stated maturity of such Indebtedness ("payment
default"); or



	(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 




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there
has been a payment default or the maturity of which has been so accelerated, aggregates $15 million or more; 



	(7)
	(a)
the Company or any Significant Subsidiary or a 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 pursuant to or within the meaning of any Bankruptcy Law:




	(i)
	commences
a voluntary case or proceeding;



	(i)
	consents
to the entry of judgment, decree or order for relief against it in an involuntary case or proceeding;



	(ii)
	consents
to the appointment of a Custodian of it or for any substantial part of its property;



	(iii)
	makes
a general assignment for the benefit of its creditors;



	(iv)
	consents
to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or



	(v)
	takes
any corporate action to authorize or effect any of the foregoing; 









or
takes any comparable action under any foreign laws relating to insolvency; or 


	(b)
	a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



	(i)
	is
for relief against the Company or any Significant Subsidiary or a 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;



	(ii)
	appoints
a Custodian of the Company or any Significant Subsidiary or a 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 or for any substantial part of its property; or 







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	(iii)
	orders
the winding up or liquidation of the Company or any Significant Subsidiary or a 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; 







or
any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 days; 



	(8)
	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 $15 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 (the "judgment
default provision"); or



	(9)
	any
Subsidiary Guarantee of a 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 ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in
a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under this Indenture or its Subsidiary Guarantee. 




However,
a Default under clauses (4) and (5) of this Section 6.1 will not constitute an Event of Default until the Trustee or the
Holders of 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such default within the time specified in clauses (4) and
(5) of this Section 6.1 after receipt of such notice. 


        SECTION
6.2.    Acceleration.    If an Event of Default (other than an Event of Default described in clause (7)
of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the
outstanding Securities 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 Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the
declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of  Section 6.1
shall be remedied or cured by the Company or a Restricted 


83







   
Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the
acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of  Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities 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 Securities may waive
all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities 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 Securities that have become due solely by such declaration of acceleration, have been cured or waived. 


        SECTION
6.3.    Other Remedies.    If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of (or premium, if any) or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative. 


        SECTION
6.4.    Waiver of Past Defaults.    The Holders of a majority in principal amount of the outstanding
Securities by notice to the Trustee may (a) waive, by their consent (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for,
Securities), an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest on a
Security or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of
each Securityholder affected and (b) rescind any such acceleration with respect to the Securities and its consequences if rescission would not conflict with any judgment or decree of a court of
competent jurisdiction. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any
consequent right. 


        SECTION
6.5.    Control by Majority.    The Holders of a majority in principal amount of the outstanding Securities
may 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. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to Sections 7.1 and 7.2,
that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the 


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Trustee
that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all
losses and expenses caused by taking or not taking such action. 



        SECTION
6.6.    Limitation on Suits.    Subject to Section 6.7,
a Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless: 



	(1)
	such
Holder has previously given to the Trustee written notice stating that an Event of Default is continuing;



	(2)
	Holders
of at least 25% in principal amount of the outstanding Securities make requested in writing that the Trustee pursue the remedy;



	(3)
	such
Holders have offered to 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 receipt of the request and the offer of security or indemnity; and



	(5)
	the
Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such
request within such 60-day period. 




        A
Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. 


        SECTION
6.7.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of, premium (if any) or interest on the
Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder. 


        SECTION
6.8.    Collection Suit by Trustee.    If an Event of Default specified in clauses (1) or (2) of  Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for
the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in  Section 7.7. 



        SECTION
6.9.    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or
their respective creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make 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, 


85





 

disbursements
and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. 


        SECTION
6.10.    Priorities.    If the Trustee collects any money or property pursuant to this  Article VI, it shall
pay out the money or property in the following order: 



        FIRST:
to the Trustee for amounts due under Section 7.7; 


        SECOND:
to Securityholders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Securities for principal and interest, respectively; and 


        THIRD:
to the Company. 




        The
Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to
each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


        SECTION
6.11.    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 or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to  Section 6.7 or a suit by
Holders of more than 10% in outstanding principal amount of the Securities. 


        SECTION
6.12.    Additional Payments.    In the case of any Event of Default occurring by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem
the Securities pursuant to the optional redemption provisions of this Indenture or was required to repurchase the Securities, an equivalent premium shall also become and be immediately due and payable
to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs prior to March 15, 2008 by reason of any willful action (or inaction) taken (or not taken)
by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Securities prior to March 15, 2008, the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration of the Securities. 


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ARTICLE VII  


 Trustee  


        SECTION
7.1.    Duties of Trustee.    (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the
conduct of such Person's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise
the rights or powers under this Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee reasonable indemnity or security against loss, liability or
expense. 


        (b)   Except
during the continuance of an Event of Default: 



	(1)
	the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and



	(2)
	in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates,
opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 




        (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
paragraph does not limit the effect of paragraph (b) of this Section;



	(2)
	the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;
and



	(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 6.5. 




        (d)   Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 



        (e)   The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 


87





 

        (f)    Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 



        (g)   No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 


        (h)   Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section and to the provisions of the TIA. 


        (i)    Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the
Company. 


        (j)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities that
might be incurred by it in compliance with such request or direction. 



        SECTION
7.2.    Rights of Trustee.    Subject to Section 7.1: 


        (a)   The
Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on an Officers' Certificate or Opinion of Counsel. 


        (c)   The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any 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 believes to be authorized or within its rights or powers, unless the
Trustee's conduct constitutes willful misconduct or negligence. 


        (e)   The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities
shall be full and complete authorization 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. 


        SECTION
7.3.    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying 


88





 

Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11. 




        SECTION
7.4.    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement
of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication. 


        SECTION
7.5.    Notice of Defaults.    If a Default or Event of Default occurs and is continuing and if a Trust
Officer has actual knowledge thereof, the Trustee shall mail to each Securityholder notice of the Default or Event of Default within the earlier of 90 days after it occurs or 30 days
after the Trustee has knowledge of such default. Except in the case of a Default or Event of Default in payment of principal of, premium (if any), or interest on any Security (including payments
pursuant to the optional redemption or required repurchase provisions of such Security, if any), the Trustee may withhold the notice if and so long a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Securityholders. 


        SECTION
7.6.    Reports by Trustee to Holders.    As promptly as practicable after each May 15 beginning with
the May 15, following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of such
May 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports required by TIA
§ 313(c). 


        A
copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to
notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 



        SECTION
7.7.    Compensation and Indemnity.    The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company
shall indemnify the Trustee against any and all loss, liability, damages, claims or expense (including reasonable attorneys' fees and expenses) incurred by it without negligence or willful misconduct
on its part in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this  Section 7.7) and of defending itself against any claims (whether asserted by any Securityholder, the Company or otherwise).
The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the 


89





 

Trustee
to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's
expense in the defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel provided that the Company
shall not be required to pay such fees and expenses if it assumes the Trustee's defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the
Company and the Trustee in connection with such defense. The Company shall not be under any obligation to pay for any written settlement without its consent, which consent shall not be unreasonably
delayed, conditioned or withheld. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct or
negligence. 


        To
secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than
money or property held in trust to pay principal of and interest on particular Securities. 



        The
Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in
clause (7) of Section 6.1 with respect to the Company, the expenses are intended to constitute expenses of administration under any
Bankruptcy Law. 


        SECTION
7.8.    Replacement of Trustee.    The Trustee may resign at any time by so notifying the Company. The Holders
of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 



	(1)
	the
Trustee fails to comply with Section 7.10;



	(2)
	the
Trustee is adjudged bankrupt or insolvent;



	(3)
	a
receiver or other public officer takes charge of the Trustee or its property; or



	(4)
	the
Trustee otherwise becomes incapable of acting. 




        If
the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in  Section 7.7. 


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        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal
amount of the Securities may petition, at the Company's expense, any court of competent jurisdiction for the appointment of a successor Trustee. 



        If
the Trustee fails to comply with Section 7.10, unless the Trustee's duty to resign is stayed as provided in
Section 310(b) of the TIA, any Securityholder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 7.7 shall continue
for the benefit of the retiring Trustee. 


        SECTION
7.9.    Successor Trustee by Merger.    If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 


        In
case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Securities shall
have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and
in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the
Trustee shall have. 


        SECTION
7.10.    Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of TIA
§ 310(a). The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall
comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA
§ 310(b)(1) are met. 


        SECTION
7.11.    Preferential Collection of Claims Against Company.    The Trustee shall comply with TIA §
311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 


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ARTICLE VIII  


 Discharge of Indenture; Defeasance  


        SECTION
8.1.    Discharge of Liability on Securities; Defeasance.    (a) Subject to  Section 8.1(c), when
(i)(x) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to  Section 2.9) for cancellation or (y) all outstanding Securities not
theretofore delivered for cancellation have become due and payable,
whether at maturity or upon redemption or will become due and
payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to  Article V hereof and the
Company or any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in
trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any,
and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of
such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Subsidiary Guarantor is a party or
by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable under this Indenture and the Securities; and
(iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at maturity or the Redemption
Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel
stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. 



        (b)   Subject
to Sections 8.1(c) and 8.2, the Company at any time may terminate
(i) all its obligations under the Securities and this Indenture ("legal defeasance option"), and after giving effect to such legal defeasance,
any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 3.2,  3.3,
3.4, 3.5,  3.6, 3.7, 3.8,  3.9, 3.10, 3.11,
3.12, 3.13, 3.14, and  4.1 and 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 such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(4) and  6.1(5)
and the operation of Sections 6.1(6), 6.1(7) (but
only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(8) and  6.1(9), and
the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the
"covenant defeasance option"), but except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. The
Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If 


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the
Company exercises its covenant defeasance option, the Company may elect to have any Subsidiary Guarantees in effect at such time terminate. 


        If
the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default, and the Subsidiary Guarantees in effect at such
time shall terminate. If the Company exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 6.1(4), 6.1(5),  6.1(6), 6.1(7) (as such Section relates to 3.2,
3.3, 3.4, 3.5,  3.6, 3.7, 3.8,  3.9, 3.10, 3.11,
 3.12, 3.13, 3.14 and  3.18), 6.1(5)
, 6.1(6),  6.1(7) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a
Significant Subsidiary),  6.1(8) or 6.1(9) or because of the failure of the Company to comply with
Section 4.1. 


        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 


        (c)   Notwithstanding
the provisions of Sections 8.1(a) and (b), the Company's
obligations in Sections 2.2, 2.3, 2.4,  2.5, 2.6, 2.9,  2.10, 2.11, 3.1,
3.15, 3.16, 3.17,  3.18, 3.19, 3.20,  3.21, 6.7, 7.7,
 7.8 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter,
the Company's obligations in Sections 7.7, 8.4 and 8.5
shall survive. 


        SECTION
8.2.    Conditions to Defeasance.    The Company may exercise its legal defeasance option or its covenant
defeasance option only if: 



	(1)
	the
Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Obligations or a combination thereof for the payment
of principal, premium, if any, and interest on the Securities to maturity or redemption, as the case may be;



	(2)
	the
Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest
when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to
pay principal and interest when due on all the Securities to maturity;



	(3)
	no
Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st
day after such date of deposit;



	(4)
	such
legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument
to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 



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	(5)
	the
Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Securities and
(B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of the Securities is an insider of the Company, after
the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' right generally;



	(6)
	the
Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not
constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;



	(7)
	in
the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United
States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a
change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or
loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such legal defeasance had not occurred;



	(8)
	in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United
States to the effect that the Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to 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 and covenant defeasance had not occurred; and



	(9)
	the
Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities
and this Indenture as contemplated by this Article VIII have been complied with. 






        SECTION
8.3.    Application of Trust Money.    The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities. 


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        SECTION 8.4.    Repayment to Company.    The Trustee and the Paying Agent shall promptly turn over to the Company
upon
request any excess money, U.S. Government Obligations or securities held by them upon payment of all the obligations under this Indenture. 



        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of or
interest on the Securities that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors. 


        SECTION
8.5.    Indemnity for U.S. Government Obligations.    The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 



        SECTION
8.6.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money
or U.S. Government Obligations in accordance with this Article VIII; provided, however, that, if
the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 


ARTICLE IX  


 Amendments  


        SECTION
9.1.    Without Consent of Holders.    The Company, the Subsidiary Guarantors and the Trustee may amend this
Indenture or the Securities without notice to or consent of any Securityholder: 



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



	(2)
	to
comply with Article IV in respect of the assumption by a Successor Company of an obligation of the Company under this
Indenture;



	(3)
	to
provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f) (2) (B)
of the Code); 



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	(4)
	to
add Guarantees with respect to the Securities or to release a Subsidiary Guarantor in accordance with this Indenture; provided,  however, that the
designation is in accord with the applicable provisions of the Indenture;



	(5)
	to
secure the Securities;



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



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



	(8)
	to
comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of this Indenture under the Trust Indenture Act. 




        After
an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 



        SECTION
9.2.    With Consent of Holders.    The Company, the Subsidiary Guarantors and the Trustee may amend this
Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment
may not: 



	(1)
	reduce
the principal amount of Securities whose Holders must consent to an amendment;



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



	(3)
	reduce
the principal of or extend the Stated Maturity of any Security;



	(4)
	reduce
the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may be redeemed or repurchased as described under  Article V, Section 3.9, Section 3.7
or any similar provision, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;



	(5)
	make
any Security payable in currency other than that stated in the Security; 



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	(6)
	impair
the right of any Holder to receive payment of, premium, if any, principal of and interest on such Holder's Securities 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 Securities; or



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




        It
shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender of such Holder's Securities will not be rendered
invalid by such tender. 


        After
an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 


        SECTION
9.3.    Compliance with Trust Indenture Act.    Every amendment to this Indenture or the Securities shall
comply with the TIA as then in effect. 


        SECTION
9.4.    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a Holder of
a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the
consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver
shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.1 or  9.2 as applicable. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at
such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. 


        SECTION
9.5.    Notation on or Exchange of Securities.    If an amendment changes the terms of a Security, the Trustee
may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so 


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determines,
the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment. 


        SECTION
9.6.    Trustee To Sign Amendments.    The Trustee shall sign any amendment authorized pursuant to this  Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Sections
7.1 and 7.2) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture. 


ARTICLE X  


 Subsidiary Guarantee  


        SECTION
10.1.    Subsidiary Guarantee.    Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when
due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations of the Company under this
Indenture (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees (to the extent permitted
by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this  Article X notwithstanding any
extension or renewal of any Obligation. 



        Each
Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each
Subsidiary
Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension
or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary
Guarantor; or (f) any change in the ownership of the Company. 


        Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to
require that any resort be had by any Holder to any security held for payment of the Obligations. 


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        Except
as expressly set forth in Sections 8.1(b) and 10.2, the obligations of each
Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 


        Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. 


        In
furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of
the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and
will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due
and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). 


        Each
Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. 



        Each
Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any
rights under this Section. 


        SECTION
10.2.    Limitation on Liability; Termination, Release and Discharge.    


        (a)   The
obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities
of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit 


99





 

Agreement)
and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its
Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law. 


        (b)   Each
Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to  Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into
or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor),
except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless (i) the Person
formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee; (ii) immediately after giving effect to such transaction, no Default or Event
of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale
or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a vessel charter made in the
ordinary course of business)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which
is not the Company or a Restricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections
3.4, 3.7 and 3.10), such Subsidiary Guarantor will be deemed released from all
its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such
termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement, related documentation and any other agreements relating to any other
Indebtedness of the Company or its Restricted Subsidiaries will also terminate upon such release, sale or transfer. 


        (c)   A
Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement
without any further action required on the part of the Company or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms
of this Indenture. 


        SECTION
10.3.    Right of Contribution.    Each Subsidiary Guarantor hereby agrees that to the extent that any
Subsidiary Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled to seek and
receive contribution from and against the Company or any other Subsidiary Guarantor who has not paid its proportionate share of such payment. Each Subsidiary Guarantor's right of contribution shall be
subject to the terms and conditions of Section 3.6. The provisions of this Section 10.3
shall in no respect limit the obligations and liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each 


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Subsidiary
Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder. 



        SECTION
10.4.    No Subrogation.    Notwithstanding any payment or payments made by each Subsidiary Guarantor
hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement
from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account
of the Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in
full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by
such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied
against the Obligations. 


ARTICLE XI  


 Miscellaneous  



        SECTION
11.1.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. Each Subsidiary Guarantor in addition to performing its
obligations under its Subsidiary Guarantee shall perform such other obligations as may be imposed upon it with respect to this Indenture under the TIA. 


        SECTION
11.2.    Notices.    Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows: 




if
to the Company: 


General
Maritime Corporation

35 West 56th Street

New York, New York 10019

Attn: James C. Christodoulou 




101





 


with
a copy to: 


Seward
& Kissel LLP

One Battery Park Plaza

New York, New York 10004

Attn: Gary J. Wolfe

         Robert E. Lustrin 


if
to the Trustee: 


LaSalle
Bank National Association

Corporate Trust Administration

135 S. LaSalle Street, Suite 1960

Chicago, Illinois 60603

Attn: Wayne M. Evans 





        The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 



        Any
notice or communication mailed to a registered Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time prescribed. 


        Failure
to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 


        SECTION
11.3.    Communication by Holders with other Holders.    Securityholders may communicate pursuant to TIA
§ 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c). 


        SECTION
11.4.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the Company
to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 



	(1)
	an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with; and



	(2)
	an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 



102





 





        SECTION
11.5.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include: 



	(1)
	a
statement that the individual making such certificate or opinion has read such covenant or condition;



	(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 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 or not, in the opinion of such individual, such covenant or condition has been complied with. 




        In
giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers' Certificate or on certificates of public officials. 



        SECTION
11.6.    When Securities Disregarded.    In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.
Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 



        SECTION
11.7.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for action by,
or a meeting of, Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


        SECTION
11.8.    Legal Holidays.    A "Legal Holiday" is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City. If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 


        SECTION
11.9.    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
11.10.    No Recourse Against Others.    An incorporator, director, officer, employee, partner, member,
manager, stockholder or controlling person, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities, this Indenture or
the Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a 


103





 

Security,
each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 


        SECTION
11.11.    Successors.    All agreements of the Company in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 


        SECTION
11.12.    Multiple Originals.    The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 


        SECTION
11.13.    Qualification of Indenture.    The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company, the Trustee and the Holders)
incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Securities and printing this Indenture and the Securities. The Trustee
shall be entitled to receive from the Company any such Officers' Certificates or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the
TIA. 


        SECTION
11.14.    Table of Contents; Headings.    The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof. 


104







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



	 	 	Very truly yours,
	

 	
 	

GENERAL MARITIME CORPORATION
	

 	
 	

By	
 	

    
 Name:

Title:
	

 	
 	

GENERAL MARITIME MANAGEMENT LLC

UNITED OVERSEAS TANKERS LTD.

GENMAR TRADER LTD.

GENMAR KENTUCKY LTD.

GENMAR WEST VIRGINIA LTD.
	

 	
 	

By	
 	

    
 Name:  James C. Christodoulou

Title:    Attorney-In-Fact
	

 	
 	

GMR ADMINISTRATION CORP.
	

 	
 	

By	
 	

    
 Name:  James C. Christodoulou

Title:    Vice President
	

 	
 	

GMR ARGUS LLC

GMR ARISTON LLC

GMR BALTIC LLC

GMR CENTAUR LLC

GMR CHALLENGER LLC

GMR CHAMP LLC

GMR ENDURANCE LLC
	

 	
 	

By	
 	

    
 Name:  James C. Christodoulou

Title:    Manager
	 	 	 	 	 





105





 

	

 	
 	

GMR GULF LLC

GMR HOPE LLC

GMR HORN LLC

GMR KESTREL LLC

GMR LEONIDAS LLC

GMR NESTOR LLC

GMR OCEAN LLC

GMR ORION LLC

GMR PACIFIC LLC

GMR PHOENIX LLC

GMR PRINCESS LLC

GMR PROGRESS LLC

GMR PROMETHEUS LLC

GMR SKY LLC

GMR SPIRIT LLC

GMR SPYRIDON LLC

GMR STAR LLC

GMR TRANSPORTER LLC

GMR TRAVELLER LLC

GMR TRUST LLC

GMR TRADER (Liberia) LLC

GMR AGAMEMNON LLC

GMR AJAX LLC

GMR ALEXANDRA LLC

GMR ALTA LLC

GMR BOSS LLC

GMR COMMANDER LLC

GMR CONSTANTINE LLC

GMR GABRIEL LLC

GMR GEORGE LLC

GMR HARRIET LLC

GMR HECTOR LLC

GMR MACEDON LLC

GMR MALTA LLC

GMR MINOTAUR LLC

GMR PERICLES LLC

GMR SPARTIATE LLC

GMR SUN LLC

GMR ZOE LLC
	

 	
 	

By	
 	

    
 Name:  James C. Christodoulou

Title:    Manager
	 	 	 	 	 



106





 

	



 	

 	



LASALLE BANK NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	
 	

    
 Name:

Title:




107






  



EXHIBIT A  


[FORM
OF FACE OF UNREGISTERED NOTE] 


[Applicable
Restricted Securities Legend]

[Depository Legend, if applicable] 



	No. [    ]	 	Principal Amount $[                        ]

CUSIP NO.            




 
 

GENERAL MARITIME CORPORATION    
    
    10% Senior Notes due 2013    



        General
Maritime Corporation, a Marshall Islands corporation, promises to pay to [                        ], or registered assigns, the
principal sum of
[                        ] Dollars, on March 15, 2013. 



Interest
Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1 




        Additional
provisions of this Security are set forth on the other side of this Security. 


A-1





 


	 	 	 	 	GENERAL MARITIME CORPORATION
	

 	
 	

 	
 	

By:	
 	

    

	

TRUSTEE'S CERTIFICATE OF AUTHENTICATION	
 	

 	
 	

 
	

LASALLE BANK NATIONAL ASSOCIATION

as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.	
 	

 	
 	

 
	

By	
 	

    
 Authorized Signatory	
 	

Date:	
 	

 




A-2





 
[FORM OF REVERSE SIDE OF UNREGISTERED NOTE] 


10%
Senior Notes due 2013 


        1.    Interest    



        General
Maritime Corporation, a Marshall Islands corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. 


        The
Company will pay interest semiannually on March 15 and September 15 of each year commencing September 15, 2003. Interest on the Securities will accrue from the
most recent date to which interest has been paid on the Securities or, if no interest has been paid, from March 20, 2003. The Company shall pay interest on overdue principal or premium, if any
(plus interest on such interest to the extent lawful), at the rate borne by the Securities to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 


        2.    Method of Payment    


        By
no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Security is due and payable, the Company shall irrevocably deposit with
the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Securities at the close of business on the March 1 or September 1 next preceding the interest payment date even if Securities are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however,
that payments on the Securities may also be made, in the case of a Holder of a least $1,000,000 aggregate principal
amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept
in its discretion). 


        3.    Paying Agent and Registrar    



        Initially,
LaSalle Bank National Association (the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or
co-registrar. 


A-3





 

        4.    Indenture    



        The
Company issued the Securities under an Indenture dated as of March 20, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the
"Indenture"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 



        The
Securities are general unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is
unlimited. This Security is one of the 10% Senior Notes due 2013 referred to in the Indenture. The Securities include (i) $250,000,000 aggregate principal amount of the Company's 10% Senior
Notes due 2013 issued under the Indenture on March 20, 2003 (herein called "Initial Securities"), (ii) if and when issued, additional 10%
Senior Notes due 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 20, 2003 (herein called "Additional
Securities") and (iii) if and when issued, the Company's 10% Senior Notes due 2013 that may be issued from time to time under the Indenture in exchange for Initial
Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange
Securities are treated as a single class of securities under the Indenture. This Indenture imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its
Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company, certain
purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted
Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens, certain payment guarantees, the business activities and investments of the Company and its
Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to enter into agreements that restrict distributions and
dividends from Restricted Subsidiaries. 


        To
guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the
Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis
pursuant to the terms of the Indenture. 


        5.    Redemption    


        Except
as set forth below, the Securities will not be redeemable at the option of the Company prior to March 15, 2008. On and after such date, the Securities will be redeemable,
at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 


A-4





 

60 days
prior notice mailed by first-class mail to each Holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid
interest to the 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): 


        If
redeemed during the 12-month period commencing on March 15 of the years set forth below: 



	Period
 
	 	Redemption Price
	 
	2008	 	105.000	%
	2009	 	103.333	%
	2010	 	101.667	%
	2011 and thereafter	 	100.000	%






        In
addition, at any time and from time to time prior to March 15, 2006, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with
the Net Cash Proceeds of one or more Public Equity Offerings received by the Company at a redemption price (expressed as a percentage of principal amount) of 110% plus accrued and unpaid interest, if
any, to the 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); provided,
however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided
further, that each such redemption occurs within 60 days of the date of closing of such Public Equity Offering. 


        If
the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the
Person in whose name the Security is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Securities will be subject to redemption by
the Company. 


        In
the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption
relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name
of the Holder thereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the
Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. 


        At
any time on or prior to March 15, 2008 the Securities may be redeemed in whole or in part at the option of the Company upon either (a) the occurrence of a Change of 


A-5





 

Control
or (b) if no more than 5.0% of the initial principal amount of the Securities shall remain outstanding at any time, in each case upon not less than 30 nor more than 60 days'
prior notice (but in no event more than 90 days after the occurrence of such Change of Control event) mailed by first-class mail to each registered Holder's registered address, at a redemption
price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the 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). 


        The
Payor will be entitled to redeem all or part of the Securities if as a result of any change in or amendment to the laws, regulations or rulings of any Relevant Tax Jurisdiction 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 Relevant Tax Jurisdiction is a party (a "Change in Tax Law") the Payor is or would be required on
the next succeeding interest payment date to pay Additional Amounts with respect to the Securities, and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures
available to the Payor. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Subsidiary Guarantor, or a successor
of either the Company or a Subsidiary Guarantor, the Change in Tax Law must become effective after the date that such entity first makes payment on the Securities. Further, the Payor must deliver to
the Trustee at least 30 days before the applicable redemption date an Opinion of Counsel of recognized standing to the effect that the Payor has or will become obligated to pay Additional
Amounts as a result of such Change in Tax Law. The Payor must also provide the Holders with notice of the intended redemption at least 30 days and no more than 60 days before the
redemption date. The redemption price will equal the principal amount of the Security plus accrued and unpaid interest thereon, if any to the applicable redemption date and Additional Amounts, if any,
then due and which otherwise would be payable. 


        6.    Repurchase Provisions    



        (a)   Upon
a Change of Control any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture. 


        (b)   In
the event of an Asset Disposition that requires the purchase of Securities pursuant to Section 3.7(b) of the
Indenture, the Company will be required to apply such Excess Proceeds to the repayment of the Securities and any Pari Passu Notes in accordance with the procedures set forth in  Section 3.7 of the
Indenture. 


        7.    Denominations; Transfer; Exchange    


        The
Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other 


A-6





 

things,
to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange (i) any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) for a period beginning
15 days before the mailing of a notice of Securities to be redeemed and ending on the date of such mailing or (ii) any Securities for a period beginning 15 days before an interest
payment date and ending on such interest payment date. 


        8.    Persons Deemed Owners    


        The
registered Holder of this Security may be treated as the owner of it for all purposes. 


        9.    Unclaimed Money    


        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


        10.    Defeasance    


        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 



        11.    Amendment, Waiver    


        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent
of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject
to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to comply with Article IV of the Indenture, or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities, to release a Subsidiary Guarantor in accordance with the Indenture or to secure the Securities, or to add additional
covenants of the Company and the Subsidiary Guarantors, or surrender rights and powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture
under the Act, or to make any change that does not adversely affect the rights of any Securityholder. 


A-7





 

        12.    Defaults and Remedies    


        Under
the Indenture, Events of Default include (i) default for 30 days in payment of interest or additional interest when due on the Securities; (ii) default in
payment of principal or premium, if any, on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration
or otherwise; (iii) the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or  Section 10.2
of the Indenture; (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the
covenants described under Sections 3.2 through 3.18 inclusive of the Indenture (in each case, other than
a failure to purchase Securities when required pursuant to Section 3.7 or 3.9 or  Article V, which
failure shall constitute an Event of Default under clause (ii) above and other than a failure to comply with  Section 4.1 or Section 10.2,
which failure shall constitute an Event of Default under
clause (iii) above); (v) the failure by the Company to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Securities (other
than those referred to in (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by 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 date of the Indenture, which default
(a) is caused by a failure to pay principal of, or interest or premium, if any, on the stated maturity of such Indebtedness ("Payment Default")
or (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 $15.0 million or more; (vii) certain events of bankruptcy, insolvency or
reorganization of the Company or a 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 (the "bankruptcy provisions"); (viii) 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 $15.0 million (net of any amounts with respect to which 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 (the "judgment default
provision"), or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as part of the latest consolidated
financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the
Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as part of the
latest consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its
Subsidiary Guarantee. However, a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the
outstanding Securities notify the Company of the 


A-8





 

default
and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 


        If
an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 



        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding
notice is in their interest. 


        13.    Trustee Dealings with the Company    



        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not
Trustee. 


        14.    No Recourse Against Others    


        An
incorporator, director, officer, employee, partner, member, manager, stockholder or controlling person, as such, of each of the Company, or any Subsidiary Guarantor shall not have any
liability for any obligations of the Company under the Securities, the Indenture or any Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 


        15.    Authentication    


        This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Security. 


        16.    Abbreviations    


        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants
with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act). 


A-9






 

        17.    CUSIP Numbers    


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has
directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


        18.    Governing Law    


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


        The
Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture, which has in it the text of this Security in larger
type. Requests may be made to: 


General
Maritime Corporation

35 West 56th Street

New York, New York 10019

Attention: James C. Christodoulou 


A-10





 
ASSIGNMENT FORM 


        To
assign this Security, fill in the form below: 


        I
or we assign and transfer this Security to 



	

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

 (Insert assignee's soc. sec. or tax I.D. No.)







and
irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 







	Date:	 	    
	 	Your Signature:	 	    






	Signature Guarantee:	 	 
	 	 	
 (Signature must be guaranteed)
	    	 	 
	

 Sign exactly as your name appears on the other side of this Security.





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


        In
connection with any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original
issuance of such
Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being: 



CHECK
ONE BOX BELOW: 



	1o
	acquired
for the undersigned's own account, without transfer; or



	2o
	transferred
to the Company; or



	3o
	transferred
pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or



	4o
	transferred
pursuant to an effective registration statement under the Securities Act; or



	5o
	transferred
pursuant to and in compliance with Regulation S under the Securities Act; or 



A-11





 



	6o
	transferred
to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears as  Section 2.7 of the Indenture); or



	7o
	transferred
pursuant to another available exemption from the registration requirements of the Securities Act of 1933. 




Unless
one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof;  provided, however,
 that if box (5), (6) or (7) is checked, the Trustee or the Company may require, prior to registering any such transfer
of the Securities, in their sole discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 



	 	 	    
 Signature
	

Signature Guarantee:	
 	

 
	

    
 (Signature must be guaranteed)	
 	

    
 Signature







The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 


        The
undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. 



	    
 Dated:	 	 




A-12





 
[TO BE ATTACHED TO GLOBAL SECURITIES] 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


        The
following increases or decreases in this Global Security have been made: 



	Date of Exchange
 
	 	Amount of decrease in Principal Amount of this Global Security
	 	Amount of increase in Principal Amount of this Global Security
	 	Principal Amount of this Global Security following such decrease or increase
	 	Signature of authorized signatory of Trustee or Securities Custodian

	    	 	 	 	 	 	 	 	 




A-13





 
OPTION OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or  3.9 of the Indenture, check either box: 



	 	 	o

3.7	 	o

3.9	 	 






        If
you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.7 or  3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $ 



	Date:	 	    
	 	Your Signature	 	    

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





	Signature Guarantee:	 	    

	 	 	(Signature must be guaranteed)





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


A-14








   EXHIBIT B  


[FORM OF FACE OF REGISTERED NOTE] 


[Depository
Legend, if applicable] 



	No.	 	[    ]	 	Principal Amount	 	$[                        ]
	 	 	 	 	CUSIP	 	NO.




GENERAL MARITIME CORPORATION 


10%
Senior Notes due 2013 


        General
Maritime Corporation, a Marshall Islands corporation, promises to pay to [                        ], or registered assigns, the
principal sum of
[                        ] Dollars, on March 15, 2013. 



        Interest
Payment Dates: March 15 and September 15 


        Record
Dates: March 1 and September 1 


        Additional
provisions of this Security are set forth on the other side of this Security. 


B-1





 


	 	 	 	 	GENERAL MARITIME CORPORATION
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	By:	 	    

	

TRUSTEE'S CERTIFICATE OF

    AUTHENTICATION
	

LASALLE BANK NATIONAL ASSOCIATION

as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.
	

 	
 	

 	
 	

 	
 	

 
	By	 	    
	 	 	 	 
	 	 	    Authorized Signatory	 	 	 	                Date:




B-2





 
[FORM OF REVERSE SIDE OF REGISTERED NOTE] 


10%
Senior Notes due 2013 


        1.    Interest    



        General
Maritime Corporation, a Marshall Islands corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. 


        The
Company will pay interest semiannually on March 15 and September 15 of each year commencing September 15, 2003. Interest on the Securities will accrue from the
most recent date to which interest has been paid on the Securities or, if no interest has been paid, from March 20, 2003. The Company shall pay interest on overdue principal or premium, if any
(plus interest on such interest to the extent lawful), at the rate borne by the Securities to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 


        2.    Method of Payment    


        By
no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Security is due and payable, the Company shall irrevocably deposit with
the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Securities at the close of business on the March 1 or September 1 next preceding the interest payment date even if Securities are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented by a
Global Security (including principal, premium, if any, and interest) will be made by the transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company
will make all payments in respect of a Definitive Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof;  provided, however,
that payments on the Securities may also be made, in the case of a Holder of a least $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or
the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion). 


        3.    Paying Agent and Registrar    


        Initially,
LaSalle Bank National Association (the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or
co-registrar. 


B-3





 

        4.    Indenture    


        The
Company issued the Securities under an Indenture dated as of March 20, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the
"Indenture"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in
effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 


        The
Securities are general unsecured senior obligations of the Company. The aggregate principal amount of securities that may be authenticated and delivered under the Indenture is
unlimited. This Security is one of the 10% Senior Notes due 2013 referred to in the Indenture. The Securities include (i) $250,000,000 aggregate principal amount of the Company's 10% Senior
Notes due 2013 issued under the Indenture on March 20, 2003 (herein called "Initial Securities"), (ii) if and when issued, additional 10%
Senior Notes due 2013 of the Company that may be issued from time to time under the Indenture subsequent to March 20, 2003 (herein called "Additional
Securities") and (iii) if and when issued, the
Company's 10% Senior Notes due 2013 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act
as provided in the Registration Rights Agreement. The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. This Indenture
imposes certain limitations on, among other things, the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the
Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital
Stock of Subsidiaries, certain sale/leaseback transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain liens,
certain payment guarantees, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company
and its Restricted Subsidiaries to enter into agreements that restrict distributions and dividends from Restricted Subsidiaries. 


        To
guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the
Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior basis
pursuant to the terms of the Indenture. 


        5.    Redemption    


        Except
as set forth below, the Securities will not be redeemable at the option of the Company prior to March 15, 2008. On and after such date, the Securities will be redeemable,
at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 


B-4





 

60 days
prior notice mailed by first-class mail to each Holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid
interest to the 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): 



        If
redeemed during the 12-month period commencing on March 15 of the years set forth below: 



	Period
 
	 	Redemption Price
	 
	2008	 	105.000	%
	2009	 	103.333	%
	2010	 	101.667	%
	2011 and thereafter	 	100.000	%






        In
addition, at any time and from time to time prior to March 15, 2006, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with
the Net Cash Proceeds of one or more Public Equity Offerings received by the Company at a redemption price (expressed as a percentage of principal amount) of 110% plus accrued and unpaid interest, if
any, to the 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); provided,
however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided
further, that each such redemption occurs within 60 days of the date of closing of such Public Equity Offering. 


        If
the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the
Person in whose name the Security is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Securities will be subject to redemption by
the Company. 


        In
the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption
relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name
of the Holder thereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the
Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. 


        At
any time on or prior to March 15, 2008 the Securities may be redeemed in whole or in part at the option of the Company upon either (a) the occurrence of a Change of 


B-5





 

Control
or (b) if no more than 5.0% of the initial principal amount of the Securities shall remain outstanding at any time, in each case upon not less than 30 nor more than 60 days'
prior notice (but in no event more than 90 days after the occurrence of such Change of Control event) mailed by first-class mail to each registered Holder's registered address, at a redemption
price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the 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). 


        The
Payor will be entitled to redeem all or part of the Securities if as a result of any change in or amendment to the laws, regulations or rulings of any Relevant Tax Jurisdiction 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 Relevant Tax Jurisdiction is a party (a "Change in Tax Law") the Payor is or would be required on
the next succeeding interest payment date to pay Additional Amounts with respect to the Securities, and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures
available to the Payor. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Subsidiary Guarantor, or a successor
of either the Company or a Subsidiary Guarantor, the Change in Tax Law must become effective after the date that such entity first makes payment on the Securities. Further, the Payor must deliver to
the Trustee at least 30 days before the applicable redemption date an Opinion of Counsel of recognized standing to the effect that the Payor has or will become obligated to pay Additional
Amounts as a result of such Change in Tax Law. The Payor must also provide the Holders with notice of the intended redemption at least 30 days and no more than 60 days before the
redemption date. The redemption price will equal the principal amount of the Security plus accrued and unpaid interest thereon, if any to the applicable redemption date and Additional Amounts, if any,
then due and which otherwise would be payable. 


        6.    Repurchase Provisions    



        (a)   Upon
a Change of Control any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture. 


        (b)   In
the event of an Asset Disposition that requires the purchase of Securities pursuant to Section 3.7(b) of the
Indenture, the Company will be required to apply such Excess Proceeds to the repayment of the Securities and any Pari Passu Notes in accordance with the procedures set forth in  Section 3.7 of the
Indenture. 




        7.    Denominations; Transfer; Exchange    


        The
Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other 


B-6





 

things,
to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange (i) any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) for a period beginning
15 days before the mailing of a notice of Securities to be redeemed and ending on the date of such mailing or (ii) any Securities for a period beginning 15 days before an interest
payment date and ending on such interest payment date. 


        8.    Persons Deemed Owners    


        The
registered Holder of this Security may be treated as the owner of it for all purposes. 


        9.    Unclaimed Money    



        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


        10.    Defeasance    


        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 


        11.    Amendment, Waiver    


        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent
of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject
to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to comply with Article IV of the Indenture, or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities, to release a Subsidiary Guarantor in accordance with the Indenture or to secure the Securities, or to add additional
covenants of the Company and the Subsidiary Guarantors, or surrender rights and powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture
under the Act, or to make any change that does not adversely affect the rights of any Securityholder. 


B-7





 

        12.    Defaults and Remedies    



        Under
the Indenture, Events of Default include (i) default for 30 days in payment of interest or additional interest when due on the Securities; (ii) default in
payment of principal or premium, if any, on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon
declaration or otherwise; (iii) the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or  Section 10.2 of the Indenture; (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the
covenants described under Sections 3.2 through 3.18 inclusive of the Indenture (in each case,
other than a failure to purchase Securities when required pursuant to Section 3.7 or 3.9 or  Article V, which failure shall constitute an Event of Default under clause (ii) above and other than a failure to comply with
Section 4.1 or Section 10.2, which failure shall constitute an Event of Default under clause (iii) above); (v) the failure by the Company to comply for 60 days after
written notice with its other agreements contained in the Indenture or under the Securities (other than those referred to in
(i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by 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 date of the Indenture, which default (a) is caused by a failure to pay principal
of, or interest or premium, if any, on the stated maturity of such Indebtedness ("Payment Default") or (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 $15.0 million or more;
(vii) certain events of bankruptcy, insolvency or reorganization of the Company or a 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 (the "bankruptcy
provisions"); (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries (other than any Receivables Entity) 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
$15.0 million (net of any amounts with respect to which 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 (the "judgment default provision"), or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group
of Restricted Subsidiaries that taken together as part of the latest consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases
to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary
or group of Subsidiary Guarantors that taken together as part of the latest consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary
denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the default 


B-8





 

and
the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 



        If
an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event
of Default in payment of principal or interest) if it determines that withholding notice is in their interest. 


        13.    Trustee Dealings with the Company    


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not
Trustee. 


        14.    No Recourse Against Others    


        An
incorporator, director, officer, employee, partner, member, manager, stockholder or controlling person, as such, of each of the Company, or any Subsidiary Guarantor shall not have any
liability for any obligations of the Company under the Securities, the Indenture or any Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 


        15.    Authentication    


        This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Security. 


        16.    Abbreviations    



        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act). 


B-9





 

        17.    CUSIP Numbers    



        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has
directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


        18.    Governing Law    


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



        The
Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger
type. Requests may be made to: 


General
Maritime Corporation

35 West 56th Street

New York, New York 10019

Attention: James C. Christodoulou 


B-10





 
ASSIGNMENT FORM 


To
assign this Security, fill in the form below: 


I
or we assign and transfer this Security to 



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

 	
 	

    
 (Insert assignee's soc. sec. or tax I.D. No.)	
 	

 





and
irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 



	    

	

Date:	
 	

    
	
 	

Your Signature	
 	

    

	

Signature Guarantee:	
 	

    
                        (Signature must be guaranteed)
	

    
 Sign exactly as your name appears on the other side of this Security.





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


B-11





 
[TO BE ATTACHED TO GLOBAL SECURITIES] 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


The
following increases or decreases in this Global Security have been made: 



	Date of Exchange
 
	 	Amount of decrease in

Principal Amount of this

Global Security
	 	Amount of increase in

Principal Amount of this

Global Security
	 	Principal Amount of this

Global Security following

such decrease or increase
	 	Signature of authorized

signatory of Trustee or

Securities Custodian

	    	 	    	 	    	 	    	 	    
	    	 	    	 	    	 	    	 	    




B-12





 
OPTION OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or  3.9 of the Indenture, check either box: 


o    o

3.7    3.9 


        If
you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.7 or  3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $ 



	Date:	 	    
	 	Your Signature	 	    

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

Signature Guarantee:	
 	

    
                        (Signature must be guaranteed)





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


B-13






   EXHIBIT C  


FORM OF SUBSIDIARY GUARANTEE  


        This Supplemental Indenture, dated as of                        
(this "Supplemental Indenture" or
"Guarantee"), among [name of future Subsidiary Guarantor] (the "Guarantor"),
General Maritime Corporation (together with its successors and assigns, the "Company"), each other then existing Subsidiary Guarantor under the
Indenture referred to below, and [Trustee], as Trustee under the Indenture referred to below. 


W I T N E S S E T H:  


        WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 20, 2003 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing for the issuance of an aggregate principal amount of $250,000,000 of
10% Senior Notes due 2013 of the Company (the "Securities"); 


        WHEREAS,
Section 3.13 of the Indenture provides that unless such Subsidiary has previously issued a Subsidiary Guarantee which is
then in full force and effect, the Company is required to cause each Restricted Subsidiary created or acquired by the Company or one or more of its Restricted Subsidiaries to execute and deliver to
the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Restricted Subsidiary will unconditionally
Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis; and 


        WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any Securityholder; 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company, the other
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 


ARTICLE I  


 Definitions  


        SECTION
1.1    Defined Terms.    As used in this Subsidiary Guarantee, terms defined in the Indenture or in the
preamble or recital hereto are used herein as therein defined, except that the term "Holders" in this Guarantee shall refer to the term
"Securityholders" as 


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defined
in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 


ARTICLE II  


 Agreement to be Bound; Guarantee  


        SECTION
2.1    Agreement to be Bound.    The Guarantor hereby becomes a party to the Indenture as a Subsidiary
Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 


        SECTION
2.2    Guarantee.    The Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary
obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the Obligations pursuant to Article X of the Indenture on a senior basis. 


ARTICLE III  


 Miscellaneous  


        SECTION
3.1    Notices.    All notices and other communications to the Guarantor shall be given as provided in the
Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 


        SECTION
3.2    Parties.    Nothing expressed or mentioned herein is intended or shall be construed to give any Person,
firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein
or therein contained. 


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


        SECTION
3.4    Severability Clause.    In case any provision in this Supplemental Indenture 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 and such provision shall be ineffective only to the extent
of such invalidity, illegality or unenforceability. 


C-2





 

        SECTION
3.5    Ratification of Indenture; Supplemental Indentures Part of Indenture.    Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. 


        SECTION
3.6    Counterparts.    The parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same agreement. 



        SECTION
3.7    Headings.    The headings of the Articles and the sections in this Guarantee are for convenience of
reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 


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



	 	 	[SUBSIDIARY GUARANTOR],

as a Subsidiary Guarantor
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	

LASALLE BANK NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	

GENERAL MARITIME CORPORATION
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	

[EXISTING SUBSIDIARY GUARANTORS]
	 	 	 	 





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By	



    
 Title:




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GENERAL MARITIME CORPORATION 10% Senior Notes due 2013