<PAGE>


                                                                  EXECUTION COPY










--------------------------------------------------------------------------------


                                 STENA AB (PUBL)


                                       TO


                          JPMORGAN CHASE BANK, Trustee



                     --------------------------------------

                                    Indenture


                          Dated as of December 2, 2003



                     --------------------------------------




                                  $175,000,000
                                   -----------


                           7.5% Senior Notes due 2013




--------------------------------------------------------------------------------



<PAGE>


Reconciliation and tie between Trust Indenture Act of 1939, as amended, and
Indenture, dated as of December 2, 2003.*

<TABLE>
<CAPTION>
   Trust Indenture                                                                           Indenture
     Act Section                                                                              Section
     -----------                                                                              -------
<S>                                                                                       <C>
ss.310 (a) (1)..........................................................................  6.9
       (a) (2)..........................................................................  6.9
       (a) (3)..........................................................................  Not Applicable
       (a) (4)..........................................................................  Not Applicable
       (b)..............................................................................  6.8; 6.10
ss.311 (a)..............................................................................  6.13
       (b)..............................................................................  6.13
ss.312 (a)..............................................................................  7.1: 7.2(a)
       (b)..............................................................................  7.2(b)
       (c)..............................................................................  7.2(c)
ss.313 (a)..............................................................................  7.3(a)
       (b)..............................................................................  7.3(a)
       (c)..............................................................................  7.3(a)
       (d)..............................................................................  7.3(b)
ss.314 (a)..............................................................................  7.4
       (b)..............................................................................  Not Applicable
       (c)(1)...........................................................................  1.2
       (c)(2)...........................................................................  1.2
       (c)(3)...........................................................................  Not Applicable
       (d)..............................................................................  Not Applicable
       (e)..............................................................................  1.2
ss.315 (a)..............................................................................  6.1; 6.3(a)
       (b)..............................................................................  6.2
       (c)..............................................................................  6.1
       (d)..............................................................................  6.1
       (e)..............................................................................  5.14
ss.316 (a) (last sentence)..............................................................  1.1 ("Outstanding")
       (a)(1)(A)........................................................................  5.2; 5.12
       (a)(1)(B)........................................................................  5.13
       (a)(2)...........................................................................  Not Applicable
       (b)..............................................................................  5.8
       (c)..............................................................................  1.4
ss.317 (a)(1)...........................................................................  5.3
       (a)(2)...........................................................................  5.4
       (b)..............................................................................  10.3
ss.318 (a)..............................................................................  1.7
       (c)..............................................................................  1.7
</TABLE>


----------
*  This reconciliation and tie shall not, for any purpose, be deemed to be part
   of the Indenture.


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                              <C>
ARTICLE I Definitions and Other Provisions of General Application.................................................1

         SECTION 1.1. Definitions.................................................................................1
                  Act.............................................................................................2
                  Additional Amounts..............................................................................2
                  Affiliate.......................................................................................2
                  Allocation Agreement............................................................................2
                  Appraised Value.................................................................................2
                  Asset Disposition...............................................................................2
                  Average Life....................................................................................3
                  Board of Directors..............................................................................3
                  Board Resolution................................................................................3
                  Business Day....................................................................................3
                  Capitalized Lease Obligation....................................................................3
                  Capital Stock...................................................................................4
                  Cash Assets.....................................................................................4
                  Cash Equivalents................................................................................4
                  Change in Tax Law...............................................................................4
                  Change of Control...............................................................................4
                  Commission......................................................................................4
                  Common Stock....................................................................................4
                  Company.........................................................................................4
                  Company Request.................................................................................5
                  Consolidated Cash Flow..........................................................................5
                  Consolidated Interest Coverage Ratio............................................................5
                  Consolidated Interest Expense...................................................................6
                  Consolidated Net Income.........................................................................6
                  Consolidated Net Worth..........................................................................6
                  Consolidated Operating Income...................................................................7
                  Consolidated Tangible Assets....................................................................7
                  Consolidation...................................................................................7
                  Construction Financing..........................................................................7
                  Corporate Trust Office..........................................................................7
                  corporation.....................................................................................7
                  CT .............................................................................................7
                  Debt............................................................................................7
                  Default.........................................................................................8
                  Defaulted Interest..............................................................................8
                  Depositary......................................................................................8
                  Disqualified Stock..............................................................................8
                  Event of Default................................................................................8
                  Excess Proceeds.................................................................................8
                  Exchange Act....................................................................................8
                  Exchange Offer..................................................................................8



                                                         i

<PAGE>

                  Existing Debt...................................................................................9
                  Expiration Date.................................................................................9
                  Fair Market Value...............................................................................9
                  GAAP............................................................................................9
                  Global Security.................................................................................9
                  guarantee.......................................................................................9
                  Guarantee.......................................................................................9
                  Guarantor.......................................................................................9
                  Holder..........................................................................................9
                  Incur..........................................................................................10
                  Indenture......................................................................................10
                  Independent Appraiser..........................................................................10
                  Interest Payment Date..........................................................................10
                  Investment.....................................................................................10
                  Lien...........................................................................................11
                  Maturity.......................................................................................11
                  Net Available Proceeds.........................................................................11
                  Non-Recourse Debt..............................................................................12
                  Non-U.S. Person................................................................................12
                  Offer..........................................................................................12
                  Offer to Purchase..............................................................................12
                  Officers' Certificate..........................................................................14
                  Opinion of Counsel.............................................................................14
                  Outstanding....................................................................................14
                  pari passu.....................................................................................15
                  Paying Agent...................................................................................15
                  Permitted Investments..........................................................................15
                  Permitted Liens................................................................................15
                  Person.........................................................................................18
                  Post-Delivery Financing........................................................................18
                  Preferred Stock................................................................................18
                  Prospectus.....................................................................................18
                  Purchase Amount................................................................................18
                  Purchase Date..................................................................................18
                  Purchase Price.................................................................................18
                  Quarterly Filing Date..........................................................................18
                  Quarterly Financial Statements.................................................................18
                  rate(s) of exchange............................................................................19
                  Ready for Sea Cost.............................................................................19
                  Redeemable Stock...............................................................................19
                  Redemption Date................................................................................19
                  Redemption Price...............................................................................19
                  refinance......................................................................................19
                  Registration Rights Agreement..................................................................19
                  Regular Record Date............................................................................19
                  Related Business Investment....................................................................19


                                                         ii

<PAGE>

                  Related Collateral.............................................................................19
                  Related Person.................................................................................20
                  Responsible Officer............................................................................20
                  Restricted Payments............................................................................20
                  Revolving Credit Facilities....................................................................20
                  Sale and Leaseback Transaction.................................................................20
                  Securities.....................................................................................21
                  Securities Act.................................................................................21
                  Security Register..............................................................................21
                  Significant Subsidiary.........................................................................21
                  Single-Purpose Vessel-Owning Subsidiary........................................................21
                  Special Record Date............................................................................21
                  Stated Maturity................................................................................21
                  Subordinated Debt..............................................................................21
                  Subsidiary.....................................................................................21
                  Successor Company..............................................................................21
                  Tangible Assets................................................................................22
                  9 5/8% Notes...................................................................................22
                  9 5/8% Notes Indenture.........................................................................22
                  Total Loss.....................................................................................22
                  Trustee........................................................................................22
                  Trust Indenture Act............................................................................22
                  Unrestricted Subsidiary........................................................................22
                  U.S. Government Obligations....................................................................23
                  Vessel Construction Contract...................................................................23
                  Vessels........................................................................................23
                  Voting Stock...................................................................................23
                  Wholly Owned Subsidiary........................................................................23
         SECTION 1.2. Compliance Certificates and Opinions.......................................................23
         SECTION 1.3. Form of Documents Delivered to Trustee.....................................................24
         SECTION 1.4. Acts of Holders; Record Date...............................................................24
         SECTION 1.5. Notices, Etc., to Trustee and Company......................................................25
         SECTION 1.6. Notice to Holders; Waiver..................................................................25
         SECTION 1.7. Conflict with Trust Indenture Act..........................................................26
         SECTION 1.8. Effect of Headings and Table of Contents...................................................26
         SECTION 1.9. Successors and Assigns.....................................................................26
         SECTION 1.10. Separability Clause.......................................................................26
         SECTION 1.11. Benefits of Indenture.....................................................................26
         SECTION 1.12. GOVERNING LAW.............................................................................26
         SECTION 1.13. Legal Holidays............................................................................26
         SECTION 1.14. Consent to Jurisdiction and Service of Process............................................27
         SECTION 1.15. Conversion of Currency....................................................................27
         SECTION 1.16. No Recourse Against Others................................................................28
         SECTION 1.17. Qualification of Indenture................................................................28


                                                        iii

<PAGE>

ARTICLE II Security Forms........................................................................................28

         SECTION 2.1. Forms Generally............................................................................28
         SECTION 2.2. Form of Face of Security...................................................................29
         SECTION 2.3. Form of Reverse of Security................................................................32
         SECTION 2.4. Form of Trustee's Certificate of Authentication............................................38

ARTICLE III The Securities.......................................................................................38

         SECTION 3.1. Title and Terms............................................................................38
         SECTION 3.2. Denominations..............................................................................44
         SECTION 3.3. Execution, Authentication, Delivery and Dating.............................................45
         SECTION 3.4. Temporary Securities.......................................................................45
         SECTION 3.5. Registration, Registration of Transfer and Exchange........................................46
         SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities...........................................48
         SECTION 3.7. Payment of Interest; Interest Rights Preserved.............................................49
         SECTION 3.8. Persons Deemed Owners......................................................................50
         SECTION 3.9. Cancellation...............................................................................50
         SECTION 3.10. Computation of Interest...................................................................50
         SECTION 3.11. CUSIP Numbers.............................................................................50
         SECTION 3.12. Transfer and Exchange.....................................................................50
         SECTION 3.13. Form of Certificate to be Delivered upon Termination of Restricted Period.................53
         SECTION 3.14. Form of Certificate to be Delivered in Connection with Transfers to Institutional
                         Accredited Investors....................................................................54
         SECTION 3.15. Form of Certificate to be Delivered in Connection with Transfers
                         Pursuant to Regulation S ...............................................................55

ARTICLE IV Satisfaction and Discharge............................................................................56

         SECTION 4.1. Satisfaction and Discharge of Indenture....................................................56
         SECTION 4.2. Application of Trust Money.................................................................57
         SECTION 4.3. Reinstatement..............................................................................57

ARTICLE V Remedies...............................................................................................58

         SECTION 5.1. Events of Default..........................................................................58
         SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.........................................60
         SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee............................61
         SECTION 5.4. Trustee May File Proofs of Claim...........................................................62
         SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities................................62
         SECTION 5.6. Application of Money Collected.............................................................62
         SECTION 5.7. Limitation on Suits........................................................................63


                                                         iv

<PAGE>


         SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest..................64
         SECTION 5.9. Restoration of Rights and Remedies.........................................................64
         SECTION 5.10. Rights and Remedies Cumulative............................................................64
         SECTION 5.11. Delay or Omission Not Waiver..............................................................64
         SECTION 5.12. Control by Holders........................................................................64
         SECTION 5.13. Waiver of Past Defaults...................................................................65
         SECTION 5.14. Undertaking for Costs.....................................................................65
         SECTION 5.15. Waiver of Stay, Extension or Usury Laws...................................................65

ARTICLE VI The Trustee...........................................................................................66

         SECTION 6.1. Certain Duties and Responsibilities........................................................66
         SECTION 6.2. Notice of Defaults.........................................................................66
         SECTION 6.3. Certain Rights of Trustee..................................................................66
         SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.....................................67
         SECTION 6.5. May Hold Securities........................................................................67
         SECTION 6.6. Money Held in Trust........................................................................67
         SECTION 6.7. Compensation and Reimbursement.............................................................68
         SECTION 6.8. Disqualification; Conflicting Interests....................................................68
         SECTION 6.9. Corporate Trustee Required; Eligibility....................................................68
         SECTION 6.10. Resignation and Removal; Appointment of Successor.........................................69
         SECTION 6.11. Acceptance of Appointment by Successor....................................................70
         SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business...............................70
         SECTION 6.13. Preferential Collection of Claims Against Company.........................................70

ARTICLE VII Holders Lists and Reports by Trustee and Company.....................................................71

         SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders..................................71
         SECTION 7.2. Preservation of Information; Communications to Holders.....................................71
         SECTION 7.3. Reports by Trustee.........................................................................71
         SECTION 7.4. Reports by Company.........................................................................72

ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease................................................72

         SECTION 8.1. Company may Consolidate, Etc. and Purchases of Assets Only on Certain Terms................72
         SECTION 8.2. Successor Substituted......................................................................73

ARTICLE IX Supplemental Indentures...............................................................................74

         SECTION 9.1. Supplemental Indentures Without Consent of Holders.........................................74
         SECTION 9.2. Supplemental Indentures with Consent of Holders............................................74


                                                         v

<PAGE>


         SECTION 9.3. Execution of Supplemental Indentures.......................................................75
         SECTION 9.4. Effect of Supplemental Indentures..........................................................75
         SECTION 9.5. Conformity with Trust Indenture Act........................................................75
         SECTION 9.6. Reference in Securities to Supplemental Indentures.........................................76

ARTICLE X Covenants..............................................................................................76

         SECTION 10.1. Payment of Principal, Premium and Interest................................................76
         SECTION 10.2. Maintenance of Office or Agency...........................................................78
         SECTION 10.3. Money for Security Payments to be Held in Trust...........................................78
         SECTION 10.4. Existence.................................................................................79
         SECTION 10.5. Maintenance of Properties.................................................................80
         SECTION 10.6. Payment of Taxes and Other Claims.........................................................80
         SECTION 10.7. Maintenance of Insurance..................................................................80
         SECTION 10.8. Limitation on Consolidated Debt...........................................................80
         SECTION 10.9. Limitation on Debt of Subsidiaries........................................................82
         SECTION 10.10. Limitation on Preferred Stock of Subsidiaries............................................83
         SECTION 10.11. Limitation on Restricted Payments........................................................85
         SECTION 10.12. Limitation on Restrictions Concerning Distributions and Transfers By Subsidiaries, etc...86
         SECTION 10.13. Limitation on Guarantees by Subsidiaries.................................................87
         SECTION 10.14. Limitation on Liens......................................................................87
         SECTION 10.15. Limitation on Investments................................................................88
         SECTION 10.16. Limitation on Business Activities........................................................88
         SECTION 10.17. Limitation on Sale and Leaseback Transactions............................................88
         SECTION 10.18. Limitation on Transactions with Affiliates and Related Persons...........................89
         SECTION 10.19. Limitation on Certain Asset Dispositions.................................................90
         SECTION 10.20. Limitation on Issuance and Sale of Capital Stock of Wholly Owned Subsidiaries............92
         SECTION 10.21. Change of Control........................................................................93
         SECTION 10.22. Limitation on Unrestricted Subsidiaries..................................................94
         SECTION 10.23. Provision of Financial Information.......................................................94
         SECTION 10.24. Statement by Officers as to Default; Compliance Certificates.............................94
         SECTION 10.25. Waiver of Certain Covenants..............................................................95

ARTICLE XI Redemption of Securities..............................................................................95

         SECTION 11.1. Right of Redemption; Optional Tax Redemption..............................................95
         SECTION 11.2. Applicability of Article..................................................................96
         SECTION 11.3. Election to Redeem; Notice to Trustee.....................................................96
         SECTION 11.4. Selection by Trustee of Securities to Be Redeemed.........................................96
         SECTION 11.5. Notice of Redemption......................................................................97


                                                         vi

<PAGE>



         SECTION 11.6. Deposit of Redemption Price...............................................................97
         SECTION 11.7. Securities Payable on Redemption Date.....................................................97
         SECTION 11.8. Securities Redeemed in Part...............................................................98

ARTICLE XII Defeasance and Covenant Defeasance...................................................................98

         SECTION 12.1. Company's Option to Effect Defeasance or Covenant Defeasance..............................98
         SECTION 12.2. Defeasance and Discharge..................................................................98
         SECTION 12.3. Covenant Defeasance.......................................................................99
         SECTION 12.4. Conditions to Defeasance or Covenant Defeasance...........................................99
         SECTION 12.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                         Miscellaneous Provisions ..............................................................101
         SECTION 12.6. Reinstatement............................................................................101
</TABLE>













                                                        vii


<PAGE>

         INDENTURE, dated as of December 2, 2003, between Stena AB (publ), a
company incorporated under the laws of the Kingdom of Sweden (herein called the
"Company"), having its principal office at Masthuggskajen, S-405 19 Gothenburg,
Sweden, and JPMorgan Chase Bank, a banking corporation organized and existing
under the laws of the State of New York, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of (i) its
7.5% Senior Notes due 2013 (the "Initial Securities") and (ii) if and when
issued, the Company's 7.5% Senior Notes due 2013 that may be issued from time to
time in exchange for the Initial 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,
the "Securities") of substantially the tenor and amount hereinafter set forth,
and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1. Definitions.

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

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

         (2) all other terms used herein which are defined in the Trust
    Indenture Act, either directly or by reference therein, have the meanings
    assigned to them therein;

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

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

<PAGE>
                                                                               2


         Whenever there is mentioned in this Indenture, in any context, the
    payment of, or in respect of, Purchase Price, Redemption Price, the
    principal of or any premium or interest on any Security or the net proceeds
    received on the sale or exchange of any Securities, such mention shall be
    deemed to include mention of the payment of Additional Amounts to the extent
    that, in such context, Additional Amounts are, were or would be payable in
    respect thereof pursuant to this Indenture.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.4.

         "Additional Amounts" has the meaning specified in Section 10.1.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. "Affiliates" of the Company or any
Subsidiary of the Company include, without limitation, any Subsidiary of the
Company (other than a Wholly Owned Subsidiary of the Company) and any
Unrestricted Subsidiary. Neither the Company nor any Wholly Owned Subsidiary of
the Company shall be deemed an "Affiliate" of the Company or any Wholly Owned
Subsidiary of the Company. 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.

         "Allocation Agreement" means the Allocation Agreement dated September
1, 1987, as amended June 30, 1988, among Stena Bulk AB, Concordia Maritime AB
and Concordia Maritime Chartering AB.

         "Appraised Value" means the fair market sale value as of a specified
date of a Vessel that would be obtained in an arm's-length transaction between
an informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy, as determined by an Independent
Appraiser. The Appraised Value of any tanker shall be determined free of any
charters with respect to such Vessel.

         "Asset Disposition" by any Person means any transfer, conveyance, sale
(including any installment sale or similar arrangement but excluding any sale
pursuant to a Sale and Leaseback Transaction), lease (other than pursuant to a
charter or operating lease of a Vessel in the ordinary course of business) or
other disposition by such Person or any of its Subsidiaries (including a
consolidation or merger or other sale of any such Subsidiary with, into or to
another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding a disposition (i) by a Subsidiary of such Person to
such Person or a Subsidiary of such Person, (ii) by such Person (if such Person
is the Company) to a Wholly Owned Subsidiary of such Person, or (iii) by such
Person (if such Person is a Subsidiary of the Company) to a Subsidiary of the
Company) (collectively, a "transfer") of (i) shares of Capital Stock (other than
directors' qualifying shares and other than pledges permitted under Section
10.14) or other ownership interests of a Subsidiary of such Person, (ii) all or
substantially all of the assets representing a division or line of business of
such Person or any of its Subsidiaries, (iii) a Vessel or (iv) other

<PAGE>
                                                                               3


assets or rights of such Person or any of its Subsidiaries outside of the
ordinary course of business. Solely for the purposes of the provisions of
Section 10.19 hereof, the term "Asset Disposition" shall not include: (a) any
transfers of properties or assets which in the aggregate do not exceed $5
million in any fiscal year of the Company, (b) any transfer of any properties or
assets to an Unrestricted Subsidiary permitted to be made under the provisions
described under Sections 10.15 and 10.22, (c) the exchange of Capital Stock of a
Person for Capital Stock of a different class of such Person ranking at least
pari passu with the Capital Stock being so exchanged as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, provided that the Fair
Market Value of the shares received in such exchange is not less than that of
the Capital Stock to be surrendered in such exchange and (d) any sale or
transfer pursuant to an arrangement with any lessor, lender, obligee or investor
or to which such lessor, lender, obligee or investor is a party providing for
the leasing or renting by such Person of any property or asset of such Person
which has been or is being sold or transferred by such Person 270 days or less
after the acquisition thereof, to such lessor, lender, obligee or investor or to
any Person to whom funds have been or are to be advanced by such lessor, lender,
obligee or investor on the security of such property or asset.

         "Average Life" means as of the date of determination with respect to
any Debt or other securities or like instruments, the quotient obtained by
dividing (i) the sum of the products of the number of years from the date of
determination to the dates of each successive scheduled principal payment of
each such Debt, securities or instruments multiplied by the amount of such
principal payment by (ii) the sum of all such principal payments.

         "Board of Directors" means either the board of directors of the Company
or any Subsidiary of the Company (as the context so indicates) or any duly
authorized committee of that board.

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

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking or trust institutions in The City of
New York are authorized or obligated by law, regulation or executive order to
close.

         "Capitalized Lease Obligation" of any Person means (i) the obligation
to pay rent or other payment amounts under a lease of (or other Debt
arrangements conveying the right to use) real or personal property of such
Person which is, or is required to be, classified and accounted for as a
capitalized lease or a liability on the face of a balance sheet of such Person
in accordance with GAAP or (ii) the obligation to pay interest, principal, rent
or other payment amounts under a financing arrangement pursuant to a Sale and
Leaseback Transaction of real or personal property of such Person which is, or
is required to be, classified and accounted for as a "financing" or "financing
obligation-sale leaseback" or other liability on the face of a balance sheet of
such Person in accordance with GAAP. The Stated Maturity of any such obligation
or arrangement shall be the date of the last scheduled payment of rent or any
other amount due
<PAGE>
                                                                               4


under such lease or financing arrangement prior to the first date upon which
such lease or financing arrangement may be terminated by the lessee or obligor
without payment of a penalty.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of
such Person.

         "Cash Assets" means cash and/or Cash Equivalents, except to the extent
such cash or Cash Equivalents are used to cash collateralize or otherwise secure
any Capitalized Lease Obligation.

         "Cash Equivalents" means (i) any security issued directly or fully
guaranteed or insured by the United States, the Kingdom of Sweden or any OECD
government whose securities are readily marketable in London, Frankfurt, Paris
or New York City, or any agency or instrumentality thereof, (ii) other readily
marketable securities having a rating of at least A from Standard & Poor's
Ratings Group or Moody's Investors Service, Inc., (iii) any Eurodollar time
deposit, overnight deposit, certificate of deposit or bankers' acceptance,
issued by, or time deposit of, a commercial banking institution which has, on a
combined basis, capital, surplus and undivided profits of not less than
$250,000,000 and has a Moody's Bank Credit Service rating for short-term bank
deposits of at least P-2 (or such similar equivalent rating by a nationally
recognized statistical rating organization as defined in Rule 436 under the
Securities Act), (iv) repurchase obligations with a term of not more than 90
days for underlying securities of the types described in clause (i) above
entered into with any commercial banking institution meeting the qualifications
specified in clause (iii) above, (v) short-term commercial paper issued by any
Person, having one of the top two investment ratings from either Standard &
Poor's Ratings Group or Moody's Investors Service, Inc., (vi) investments in
money market funds substantially all of whose assets are comprised of securities
of the types described in clauses (i) through (v) above and (vii) deposits which
are unrestricted as to withdrawal with commercial banking institutions meeting
the criteria set forth in clause (iii) above.

         "Change in Tax Law" has the meaning specified in Section 11.1.

         "Change of Control" has the meaning specified in Section 10.21.

         "Clearstream" has the meaning specified in Section 3.1.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

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

<PAGE>
                                                                               5


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

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

         "Consolidated Interest Coverage Ratio" of any Person means for any
period the ratio of (i) Consolidated Cash Flow of such Person for such period to
(ii) the sum of (a) Consolidated Interest Expense of such Person for such
period, plus (b) the annual interest expense (including the amortization of debt
discount) with respect to any Debt proposed to be Incurred by such Person or its
Subsidiaries, plus (c) the annual interest expense (including the amortization
of debt discount) with respect to any other Debt Incurred by such Person or its
Subsidiaries since the end of such period to the extent not included in clause
(ii)(a) minus (d) Consolidated Interest Expense of such Person to the extent
included in clause (ii)(a) with respect to any Debt that will no longer be
outstanding as a result of the Incurrence of the Debt proposed to be Incurred;
provided that in making such computation, the Consolidated Interest Expense of
such Person attributable to interest on any Debt bearing a floating interest
rate shall be computed on a pro forma basis as if the rate in effect on the date
of computation had been the applicable rate for the entire period; and provided
further that, in the event such Person or its Subsidiaries has made Asset
Dispositions or acquisitions of assets not in the ordinary course of business or
of any Vessel (including acquisitions of other Persons or Vessels by merger,
consolidation or purchase of Capital Stock) during or after such period, such
computation shall be made on a pro forma basis as if the Asset Dispositions or
acquisitions had taken place on the first day of such period. In the case of the
Post-Delivery Financing of a Vessel or Vessels (or the financing of the
acquisition of a Single-Purpose Vessel-Owning Subsidiary) by the Company or any
of its Subsidiaries, the computation of Consolidated Cash Flow for purposes of
calculating the Consolidated Interest Coverage Ratio shall be increased by (x)
the pro forma annual earnings (losses) for such period pursuant to any binding
charter, lease or like arrangement which will be applicable to any such Vessel
(including a Vessel owned by any such Single-Purpose Vessel-Owning Subsidiary)
for at least one year after the date of delivery of such Vessel to the Company
or any of its Subsidiaries or (y) with respect to any such Vessel not subject to
such an arrangement, the earnings (losses) for such period of the most
comparable Vessel of the
<PAGE>
                                                                               6


Company or any of its Subsidiaries (as determined in the reasonable judgment of
the Board of Directors of the Company), or, if the Company or any of its
Subsidiaries do not have a comparable Vessel, based on industry average earnings
for comparable Vessels (as determined in the reasonable judgment of the Board of
Directors of the Company) during such period.

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

         "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person for such period determined on a
consolidated basis in accordance with GAAP, adjusted to the extent included in
such consolidated net income by excluding (without duplication) (i) the net
income (or loss) of any Person acquired by such Person or a Subsidiary of such
Person in a pooling-of-interests transaction for any period prior to the date of
such transaction, (ii) the portion of net income (or loss) of any Consolidated
Subsidiary allocable to minority interests, (iii) the net income (but not net
loss) of any Subsidiary of such Person which is subject to restrictions which
prevent the payment of dividends or the making of distributions to such Person
to the extent of such restrictions, (iv) the net income (or loss) of any Person
that is not a Subsidiary of such Person except to the extent of the amount of
dividends or other distributions actually paid to such Person by such other
Person during such period, (v) gains or losses on Asset Dispositions by such
Person or its Subsidiaries, provided that gains or losses on the disposition of
a Vessel or Vessels shall be included (a) in the case of a sale for cash, Cash
Equivalents and/or the assumption of Debt in accordance with clause (ii)(z) of
Section 10.19(a), to the full extent of such gain or loss and (b) in the case of
a sale pursuant to a deferred payment obligation (whether by way of a promissory
note or installment receivable or otherwise), only to the extent of the portion
of such gain or loss allocable to such period (based on the life of such
deferred payment obligation) and (with respect to gains only) only to the extent
payments in respect of such deferred payment obligation are actually received by
such Person during such period, (vi) the amount by which the aggregate gain on
the disposition of a Vessel or Vessels, for such period, exceeds the amount
calculated pursuant to clause (ii) of the definition of "Consolidated Cash Flow"
for such period, and (vii) all extraordinary gains and extraordinary losses.

         "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less amounts attributable to Redeemable Stock of such
Person.

<PAGE>
                                                                               7


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

         "Consolidated Tangible Assets" of any Person means the sum of the
Tangible Assets of such Person after eliminating intercompany items, determined
on a consolidated basis in accordance with GAAP, including appropriate
deductions for any minority interest in Tangible Assets of such Person's
Subsidiaries.

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

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

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at 4 New York
Plaza, 15th Floor, New York, New York, 10004, Attention: Institutional Trust
Services.

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

         "CT" has the meaning specified in Section 1.14.

         "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations Incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances, payment
guarantees or similar facilities issued for the account of such Person, other
than bonds, letters of credit, payment guarantees or other similar obligations
required by governmental or regulatory agencies in connection with Vessels owned
by or businesses conducted by the Company or any of its Subsidiaries, (iv) every
obligation of such Person issued or assumed as the deferred purchase price of
property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business which are not overdue or
which are not being contested
<PAGE>
                                                                               8


in good faith), (v) the maximum fixed redemption or repurchase price of
Redeemable Stock of such Person at the time of determination, (vi) every
Capitalized Lease Obligation of such Person, (vii) every net obligation under
interest rate swap, foreign currency hedge, exchange or similar agreements of
such Person and (viii) every obligation of the type referred to in clauses (i)
through (vii) of another Person and all dividends of another Person the payment
of which, in either case, such Person has guaranteed or is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise, provided
that guarantees made by any Person shall not be deemed "Debt" to the extent (x)
that the Debt so guaranteed would be classified and accounted for as Debt on the
consolidated balance sheet of such Person or (y) that both such Person and the
Person whose obligation is being guaranteed are Subsidiaries of the Company, and
provided further that payment obligations of a Person pursuant to a charter or
operating lease which does not constitute a Capitalized Lease Obligation shall
not be deemed "Debt," and provided further that reimbursement obligations of any
Person with respect to facilities in respect of letters of credit, bankers'
acceptances or payment guarantees issued for the account of such Person, or
obligations of such Person in respect of loan facilities the proceeds of which
are used as cash collateral, shall not be deemed "Debt" to the extent that any
such facility (or the proceeds thereof) is used to fully and irrevocably secure,
guarantee or defease the payment of Debt of such Person or any of its
Subsidiaries (including, without limitation, debt under a Capitalized Lease
Obligation) which is Incurred in connection with the financing of a Vessel or
group of Vessels and which is otherwise permitted to be Incurred under this
Indenture.

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

         "Defaulted Interest" has the meaning specified in Section 3.7.

         "Depositary" means The Depository Trust Company or any successor
thereto.

         "Disqualified Stock" of any Person means 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
(i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Debt or Disqualified Stock
or (iii) is redeemable at the option of the holder thereof, in whole or in part,
in each case on or prior to the Stated Maturity of the Securities.

         "Euroclear" has the meaning specified in Section 3.1.

         "Event of Default" has the meaning specified in Section 5.1.

         "Excess Proceeds" has the meaning specified in Section 10.19.

         "Exchange Act" refers to the Securities Exchange Act of 1934 as it may
be amended and any successor act thereto.

         "Exchange Global Note" has the meaning specified in Section 3.1.

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

<PAGE>
                                                                               9


         "Exchange Securities" means the Securities of the Company designated in
the first paragraph of the Recitals of the Company.

         "Existing Debt" of any Person means Debt existing on the date of this
Indenture. Existing Debt shall include, without limitation, the aggregate amount
of Debt available to be borrowed under committed credit or lease facilities
existing on the date of this Indenture less (i) principal payments actually made
by or on behalf of such Person on any term Debt or lease facility under any
agreement governing such Existing Debt (other than principal payments made in
connection with or pursuant to a refinancing of such Existing Debt agreement)
and (ii) any amounts by which any revolving credit facility commitment under any
Existing Debt agreement is permanently reduced (so long as and to the extent
that any required payments in connection therewith are actually made).

         "Expiration Date" has the meaning specified in the definition of Offer
to Purchase.

         "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.

         "GAAP" means generally accepted accounting principles in the Kingdom of
Sweden, consistently applied, as in effect on the date of this Indenture.

         "Global Security" means a Security evidencing all or part of a series
of Securities which is issued to the Depositary or its nominee and is registered
in the name of the Depositary or its nominee.

         "guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Debt of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Debt, (ii) to purchase property, securities or services for the purpose
of assuring the holder of such Debt of the payment of such Debt, or (iii) to
maintain working capital, equity capital or other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay
such Debt (and "guaranteed", "guaranteeing" and "guarantor" shall have meanings
correlative to the foregoing); provided that the guarantee by any Person shall
not include endorsements by such Person for collection or deposit, in either
case, in the ordinary course of business.

         "Guarantee" has the meaning ascribed thereto in the second paragraph of
Section 10.13.

         "Guarantor" has the meaning ascribed thereto in the second paragraph of
Section 10.13.

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

<PAGE>
                                                                              10


         "IAIs" has the meaning specified in Section 3.1.

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

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

         "Independent Appraiser" means a Person (i) engaged in the business of
appraising shipping vessels (including tankers, semi-submersible drilling rigs
and drillships) and (ii) who (a) is in fact independent, (b) does not have any
direct financial interest or any material indirect financial interest in the
Company or any of its Subsidiaries or any of their respective Affiliates or
Related Persons and (c) is not connected with the Company, any of its
Subsidiaries or any of such Affiliates or Related Persons as an officer,
director, employee, promoter, underwriter, trustee, partner or person performing
similar functions.

         "Initial Securities" means the Securities of the Company designated in
the first paragraph of the Recitals of the Company.

         "Institutional Accredited Investor Global Note" has the meaning
specified in Section 3.1.

         "Institutional Accredited Investor Notes" has the meaning specified in
Section 3.1.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Investment" by any Person means any direct or indirect loan, advance
or other extension of credit (including by way of guarantee or similar
arrangement) or capital
<PAGE>
                                                                              11


contribution to (by means of transfers of cash or other property to others or
payments for property or services for the account or use of others, or
otherwise), or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by any other Person
(other than through the exchange or conversion of other securities of such other
Person pursuant to the terms of such other securities or pursuant to a bona fide
plan of liquidation or reorganization of such other Person in satisfaction of
trade payable obligations owed from such other Person). Notwithstanding anything
to the contrary set forth above, (i) the receipt by the Company or any of its
Subsidiaries of a promissory note or like evidence of indebtedness pursuant to
an Asset Disposition otherwise permitted under Section 10.19 (insofar as the
receipt of such evidence of indebtedness is deemed to be a loan made by the
Company or such Subsidiary) and (ii) one or more investments by the Company or
any of its Subsidiaries in Persons whose only assets are a Vessel and property
directly related thereto shall be deemed not to be an "Investment."

         "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security deposit arrangement,
security interest, lien, charge, easement (other than any easement not
materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement (other than the
subordination of inter-Subsidiary Debt to the extent required by a lender or
lessor of the Company or any of its Subsidiaries) of any kind or nature
whatsoever on or with respect to such property or assets (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

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

         "Net Available Proceeds" from any Asset Disposition or Sale and
Leaseback Transaction by any Person means cash or Cash Equivalents (including,
when received, payments (including any related interest payments) in respect of
deferred payment obligations pursuant to a promissory note or installment
receivable or otherwise) received (including by way of sale or discounting of a
note, installment receivable or other receivable, but excluding any other
consideration received in the form of assumption by the acquiror of Debt or
other obligations relating to such properties or assets or received in any other
non-cash form) therefrom by such Person, net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses incurred and all
federal, state, foreign and local taxes required to be accrued as a liability as
a consequence of such Asset Disposition or Sale and Leaseback Transaction, (ii)
all payments made by such Person or its Subsidiaries on any Debt outstanding
immediately prior to such Asset Disposition or Sale and Leaseback Transaction
which is secured by such assets in accordance with the terms of any Lien upon or
with respect to such assets or which must by the terms of such Lien, or in order
to obtain a necessary consent to such Asset Disposition or Sale and Leaseback
Transaction or by applicable law, be repaid out of the proceeds from such Asset
Disposition or Sale and Leaseback Transaction, and (iii) all distributions and
other payments required to be made to any Person (other than the Company or any
Subsidiary of the Company) owning a beneficial interest in the assets subject to
such Asset Disposition or Sale and Leaseback Transaction.
<PAGE>
                                                                              12


         "Non-Recourse Debt" means Debt or that portion of Debt of any Person
(i) as to which neither the Company nor any of its Subsidiaries (a) provide
credit support (including any undertaking, agreement or instrument which would
constitute Debt) or (b) is directly or indirectly liable (whether pursuant to a
guarantee or otherwise) and (ii) no default with respect to such Debt (including
any rights which 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 Debt of the Company or any Subsidiary of the Company to
declare a default on such other Debt or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity.

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

         "Offer" has the meaning specified in the definition of Offer to
Purchase.

         "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the Security Register on the date of the Offer offering to purchase
up to the principal amount of Securities specified in such Offer at the purchase
price specified in such Offer (as determined pursuant to this Indenture). Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Expiration Date") of the Offer to Purchase which shall be, subject to any
contrary requirements of applicable law, not less than 30 days or more than 60
days after the date of such Offer and a settlement date (the "Purchase Date")
for purchase of Securities within five Business Days after the Expiration Date.
The Company shall notify the Trustee at least 15 Business Days (or such shorter
period as is acceptable to the Trustee) prior to the mailing of the Offer of the
Company's obligation to make an Offer to Purchase, and the Offer shall be mailed
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company. The Offer shall contain information concerning the
business of the Company and its Subsidiaries which the Company in good faith
believes will enable such Holders to make an informed decision with respect to
the Offer to Purchase (which at a minimum will include (i) the most recent
annual and quarterly financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to Section 10.23 (which
requirements may be satisfied by delivery of such documents together with the
Offer), (ii) a description of material developments in the Company's business
subsequent to the date of the latest of such financial statements referred to in
clause (i) (including a description of the events requiring the Company to make
the Offer to Purchase), (iii) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the
Company to make the Offer to Purchase and (iv) any other information required by
applicable law to be included therein). The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase. The Offer shall also state:

         (1) the Section of this Indenture pursuant to which the Offer to
    Purchase is being made;

         (2) the Expiration Date and the Purchase Date;
<PAGE>
                                                                              13


         (3) the aggregate principal amount of the Outstanding Securities
    offered to be purchased by the Company pursuant to the Offer to Purchase
    (including, if less than 100%, the manner by which such has been determined
    pursuant to the Section hereof requiring the Offer to Purchase) (the
    "Purchase Amount");

         (4) the purchase price to be paid by the Company for each $1,000
    aggregate principal amount of Securities accepted for payment (as specified
    pursuant to this Indenture) (the "Purchase Price");

         (5) that the Holder may tender all or any portion of the Securities
    registered in the name of such Holder and that any portion of a Security
    tendered must be tendered in an integral multiple of $1,000 principal
    amount;

         (6) the place or places where Securities are to be surrendered for
    tender pursuant to the Offer to Purchase;

         (7) that interest on any Security not tendered or tendered but not
    purchased by the Company pursuant to the Offer to Purchase will continue to
    accrue;

         (8) that on the Purchase Date the Purchase Price will become due and
    payable upon each Security accepted for payment pursuant to the Offer to
    Purchase and that interest thereon shall cease to accrue on and after the
    Purchase Date;

         (9) that each Holder electing to tender a Security pursuant to the
    Offer to Purchase will be required to surrender such Security at the place
    or places specified in the Offer prior to the close of business on the
    Expiration Date (such Security being, if the Company or the Trustee so
    requires, duly endorsed by, or accompanied by a written instrument of
    transfer in form satisfactory to the Company and the Trustee duly executed
    by, the Holder thereof or his attorney duly authorized in writing);

         (10) that Holders will be entitled to withdraw all or any portion of
    Securities tendered if the Company (or its Paying Agent) receives, not later
    than the close of business on the Expiration Date, a telegram, facsimile
    transmission or letter setting forth the name of the Holder, the principal
    amount of the Security the Holder tendered, the certificate number of the
    Security the Holder tendered and a statement that such Holder is withdrawing
    all or a portion of his tender;

         (11) that (a) if Securities in an aggregate principal amount less than
    or equal to the Purchase Amount are duly tendered and not withdrawn pursuant
    to the Offer to Purchase, the Company shall purchase all such Securities and
    (b) if Securities in an aggregate principal amount in excess of the Purchase
    Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the
    Company shall purchase Securities having an aggregate principal amount equal
    to the Purchase Amount on a pro rata basis (with such adjustments as may be
    deemed appropriate so that only Securities in denominations of $1,000 or
    integral multiples thereof shall be purchased); and

         (12) that in case of any Holder whose Security is purchased only in
    part, the Company shall execute, and the Trustee shall authenticate and
    deliver to the Holder of
<PAGE>
                                                                              14


    such Security without service charge, 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 unpurchased portion of the
    Security so tendered.

         Any Offer to Purchase shall be governed by and effected in accordance
with the Offer relating to such Offer to Purchase. The Company agrees that in
connection with any Offer to Purchase it will use its best efforts to comply
with any applicable securities laws and regulations, including any applicable
requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act.

         "Officers' Certificate" means a certificate of the Company signed by
the Chairman of the Board, the Chief Executive Officer, the President or the
Chief Financial Officer (or any other officer identified by any of the foregoing
officers in an Officers' Certificate to be an executive officer of the Company)
and the Secretary, any Assistant Secretary, the Treasurer, the Financial
Manager, any Assistant Treasurer or the Controller of the Company.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, and who shall be
counsel reasonably satisfactory to the Trustee.

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

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

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

         (iii) Securities which have been paid pursuant to Section 3.6 or in
    exchange for or in lieu of which other Securities have been authenticated
    and delivered pursuant to this Indenture, other than any such Securities in
    respect of which there shall have been presented to the Trustee proof
    satisfactory to it that such Securities are held by a protected purchaser in
    whose hands such Securities are valid obligations of the Company;

provided, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to
<PAGE>
                                                                              15


act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

         "pari passu", when used with respect to the ranking of any Debt of any
Person in relation to other Debt of such Person, means that each such Debt (a)
either (i) is not subordinated in right of payment to any other Debt of such
Person or (ii) is subordinate in right of payment to the same Debt of such
Person as is the other and is so subordinate to the same extent and (b) is not
subordinate in right of payment to the other or to any Debt of such Person as to
which the other is not so subordinate.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Company hereby initially appoints the Trustee as Paying Agent
for the Securities.

         "Permanent Regulation S Note" has the meaning specified in Section 3.1.

         "Permitted Investments" means: (i) any Investment in any Cash
Equivalent, provided that the Average Life of the aggregate of all Cash
Equivalents held by the Company and its Subsidiaries may not exceed one year at
any time; (ii) any Related Business Investment in an amount not in excess of the
amount of Restricted Payments that the Company and its Subsidiaries would be
permitted to make under Section 10.11 immediately prior to the making of such
Investment; (iii) Investments made after the date of this Indenture in
Unrestricted Subsidiaries and Related Business Investments in an aggregate
amount not to exceed (x) 10% of Consolidated Tangible Assets plus (y) the
aggregate amount of all monies from time to time actually received by the
Company or any of its Subsidiaries in respect of Investments made from time to
time pursuant to this clause (iii), whether such monies are received as interest
or principal payments (in the case of Investments made in the form of loans or
other debt instruments or other extensions of credit), as dividends or
redemption payments or return of capital (in the case of Investments made in the
form of the purchase of Capital Stock or capital contributions) or otherwise,
provided that the aggregate amount permitted to be invested pursuant to this
subclause (y) shall not exceed the aggregate amount of Investments from time to
time actually made by the Company and its Subsidiaries pursuant to this clause
(iii), plus (z) the aggregate amount of all Investments made in any Person
pursuant to this clause (iii) after the date of this Indenture if (and for so
long as) any such Person becomes a Subsidiary of the Company, provided that upon
giving effect to such Investment, the Company could Incur at least $1 of
additional Debt pursuant to the first paragraph of Section 10.8; and (iv) other
Investments not otherwise permitted to be made pursuant to clauses (i) through
(iii) above, which, together with the then outstanding amount of other
Investments made pursuant to this clause (iv), shall not exceed 5% of
Consolidated Tangible Assets in the aggregate at the time the Investment is
made.

         "Permitted Liens" means:

         (i) Liens securing only the Securities;

         (ii) Liens in favor of the Company or, with respect to Liens granted by
    any Subsidiary of the Company, in favor of the Company or any Wholly Owned
    Subsidiary of the Company;
<PAGE>
                                                                              16


         (iii) Liens on property existing immediately prior to the time of
    acquisition thereof (and not created in anticipation of such acquisition);

         (iv) (x) Liens to secure Debt Incurred for the purpose of financing all
    or any part of the purchase price or the cost of construction or lease
    (pursuant to a Capitalized Lease Obligation) of a Vessel or other property,
    or the cost of improvements of a Vessel or other property used in the
    business of the Company and its Subsidiaries, and (y) Liens on any Vessel or
    other property (including, without limitation, the Related Collateral) owned
    or leased (pursuant to a Capitalized Lease Obligation) by a Subsidiary of
    the Company prior to the time it becomes a Subsidiary of the Company to
    secure Debt Incurred by the Company (or any Subsidiary of the Company), in
    an amount not to exceed the Fair Market Value of such Vessel or other
    property or such Subsidiary, for the purpose of financing (or refinancing)
    all or part of the acquisition cost of such Subsidiary, but only if such
    Debt is Incurred within 180 days after the acquisition of such Subsidiary;
    provided that, with respect to subclauses (x) and (y) above: (a) in the case
    of a Vessel or Vessels, the principal amount of any Debt secured by such a
    Lien does not exceed 80% of the Ready for Sea Cost of a Vessel (or, with
    respect to Debt Incurred under a single financing facility to finance all or
    part of the purchase price or construction cost of two or more Vessels, the
    aggregate Ready for Sea Cost of such group of Vessels) or such Fair Market
    Value (as the case may be) of such Vessel or other property; and provided
    further, that the principal amount of Debt secured by such a Lien may be up
    to 100% of the Ready for Sea Cost of such Vessel or Vessels if such Debt
    financing consists of Capitalized Lease Obligations; and provided further,
    that with respect to any Debt Incurred to finance the replacement of a
    Vessel as described in clause (ii) of the second paragraph of Section 10.8
    or the analogous provisions of Section 10.9, the principal amount of such
    Debt secured by such Lien may be up to 100% of the Ready for Sea Cost of
    such replacement Vessel less all compensation, damages or other such
    payments (including insurance proceeds other than in respect of business
    interruption insurance, protection and indemnity insurance or other
    third-party liability insurance) received in connection with a Total Loss in
    excess of the amounts actually used to repay Debt secured by the Vessel
    subject to the Total Loss; (b) such Liens do not extend to or cover any
    property other than such Vessel or other property and Related Collateral and
    any such improvements; (c) the Incurrence of such Debt is permitted by the
    provisions of Section 10.8 and, if applicable, Section 10.9; and (d) any
    such Liens (other than Liens of the type described under clause (iv) of the
    definition of "Related Collateral") attach within 180 days after the date of
    the acquisition or delivery (or completion of such improvements) of such
    Vessel or group of Vessels or Person or other property;

         (v) Liens on property of a Person existing at the time such Person is
    merged into or consolidated with or acquired by the Company or any
    Subsidiary of the Company that were not created in anticipation of the
    acquisition of such Person;

         (vi) Liens in respect of Vessels and Related Collateral arising in the
    ordinary course of business which, individually or in the aggregate, do not
    materially and adversely affect such Vessel or materially impair the use and
    operation thereof or the business of the Company and its Subsidiaries;
<PAGE>
                                                                              17


         (vii) Liens to secure obligations under workmen's compensation laws or
    similar legislation, including Liens with respect to judgments which are not
    currently dischargeable;

         (viii) Liens to secure Debt Incurred to refinance, in whole or in part,
    (a) any secured Debt existing on the date of this Indenture or (b) any Debt
    secured by Liens referred to in clauses (i) to (vii) above and clauses (x)
    and (xiii) below, so long as in each such case the Liens do not extend to
    any other property (except for the Related Collateral, or other property and
    Related Collateral secured by Debt which is being concurrently refinanced on
    a cross-collateralized basis) and the aggregate principal amount of Debt so
    secured (which amount shall be deemed to include the amount of any undrawn
    or available amounts under any credit or lease facility to be so refinanced)
    is not increased (other than as permitted pursuant to subclause (b) of
    clause (iv) of Section 10.8 or subclause (b) of clause (v) of Section 10.9)
    by an amount greater than the amount of any premium required to be paid in
    connection with such refinancing pursuant to the terms of the Debt
    refinanced or the amount of any premium reasonably determined by the Company
    as necessary to accomplish such refinancing by means of a tender offer or
    privately negotiated repurchase, plus the expenses of the Company or any of
    its Subsidiaries Incurred in connection with such refinancing;

         (ix) any Liens securing Debt owing by the Company to one or more Wholly
    Owned Subsidiaries of the Company;

         (x) subject to compliance with clauses (iv)(a), (c) and (d) above, a
    pledge of, or other Lien in respect of, the Capital Stock of a
    Single-Purpose Vessel-Owning Subsidiary made to secure (a) Debt Incurred by
    such Single-Purpose Vessel-Owning Subsidiary to finance or refinance the
    acquisition, construction or improvement of a Vessel by such Subsidiary or
    (b) Debt Incurred by the Company or any Subsidiary of the Company to finance
    or refinance the acquisition of any or all of the Capital Stock of such
    Single-Purpose Vessel-Owning Subsidiary;

         (xi) Liens in respect of Vessels and Related Collateral otherwise
    permitted hereunder and incurred solely by reason of the substitution of a
    new mortgage or other security agreements for an existing agreement (or the
    novation or assignment of such existing agreement), the effect of which new
    agreement, novation or assignment is to effect the reflagging of the Vessel
    or Vessels to which such existing agreement relates;

         (xii) Liens incurred to secure the Revolving Credit Facilities as
    required by the terms thereof;

         (xiii) a pledge or assignment of a promissory note (or other evidence
    of indebtedness), or the assignment of a mortgage or other security
    interest, or guarantee received by or granted to the Company or any of its
    Subsidiaries pursuant to an Asset Disposition to secure the unpaid portion
    of any Debt of the Company or any of its Subsidiaries attributable to the
    property sold in such Asset Disposition;
<PAGE>
                                                                              18


         (xiv) Subject to the provisions of Section 10.14(b), Liens in respect
    of Related Collateral and/or other property required to be granted under the
    terms of an agreement governing Debt of the Company or any Subsidiary of the
    Company to provide additional security to the lenders under such agreement
    in the event the value of the Vessel or Vessels and other property securing
    such Debt falls below the level specified in such agreement; and

         (xv) Liens on a Vessel, Related Collateral (and/or the contract for the
    acquisition of such Vessel and/or Related Collateral) existing only during
    the construction of such Vessel and granted to secure the builder's
    obligations in respect of construction financing for such Vessel obtained by
    such builder.

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

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

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

         "Private Placement Legend" has the meaning specified in the definition
of Section 3.1.

         "Prospectus" means the final prospectus of the Company relating to the
public offering of the Securities.

         "Purchase Amount" has the meaning specified in the definition of Offer
to Purchase.

         "Purchase Date" has the meaning specified in the definition of Offer to
Purchase.

         "Purchase Price" has the meaning specified in the definition of Offer
to Purchase.

         "QIBs" has the meaning specified in the definition of Section 3.1.

         "Quarterly Filing Date" has the meaning ascribed thereto under Section
10.23.

         "Quarterly Financial Statements" has the meaning ascribed thereto under
Section 10.23.
<PAGE>
                                                                              19


         "rate(s) of exchange" has the meaning ascribed thereto under Section
1.15.

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

         "Redeemable Stock" of any Person means any equity security of such
Person that by its terms or otherwise is required to be redeemed prior to the
Stated Maturity of the Securities or is redeemable at the option of the holder
thereof at any time prior to the Stated Maturity of the Securities.

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

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

         "refinance" has the meaning ascribed thereto in clause (iv) of the
second paragraph of Section 10.8 and shall be deemed to include successive
refinancings.

         "Registration Rights Agreement" means that certain registration rights
agreement dated as of the date of this Indenture by and among the Company and
the initial purchasers set forth therein.

         "Regulation S" has the meaning specified in Section 3.1.

         "Regulation S Legend" has the meaning specified in Section 3.1.

         "Regulation S Notes" has the meaning specified in Section 3.1.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the May 1 or November 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

         "Related Business Investment" means an Investment made in a Person
engaged in the same or a similar line of business as the Company and its
Subsidiaries or made for the purpose of maintaining, enhancing the productivity
of or expanding the capabilities of the Company and its Subsidiaries in any
business activity permitted under Section 10.16 (as determined, with respect to
any such Investment or series of related Investments in an aggregate amount of
$5 million or more, in good faith by the Board of Directors of the Person making
such Investment).

         "Related Collateral" means, with respect to a Vessel, (i) any insurance
policies on such Vessel, (ii) any requisition compensation payable in respect of
any compulsory acquisition thereof, (iii) any earnings derived from the use or
operation thereof and/or any earnings account with respect to such earnings,
provided that any assignment with respect thereto may only permit
<PAGE>
                                                                              20


the assignee thereof to apply such earnings to the repayment of Debt held by
such assignee (a) upon the occurrence and during the continuation of a payment
default with respect to such Debt, or upon the acceleration of such Debt (unless
such acceleration has been rescinded), or (b) in the case of any other default
with respect to such Debt which would allow for the acceleration of such Debt at
such time, but only until the earliest of (x) 180 days after the initial
occurrence of such default, (y) the date such default is cured or waived and (z)
the date such Debt is repaid in full, (iv) any charters, operating leases,
licenses and related agreements entered into in respect of the Vessel and any
security or guarantee in respect of the relevant charterer's or lessee's
obligations under any relevant charter, operating lease, license or related
agreement, (v) any cash collateral account established with respect to such
Vessel pursuant to the financing arrangements with respect thereto, (vi) any
inter-company loan or facility agreements relating to the financing of the
acquisition of, and/or the leasing arrangements (pursuant to Capitalized Lease
Obligations) with respect to, such Vessel, (vii) any building or conversion
contracts relating to such Vessel and any security or guarantee in respect of
the builder's obligations under such contracts, (viii) any interest rate swap,
foreign currency hedge, exchange or similar agreement incurred in connection
with the financing of such Vessel and required to be assigned by the lender and
(ix) any security interest in, or agreement or assignment relating to, any of
the foregoing or any mortgage in respect of such Vessel.

         "Related Person" of any Person means any other Person directly or
indirectly owning (i) 5% or more of the outstanding Common Stock of such Person
(or, in the case of a Person that is not a corporation, 5% or more of the equity
interest in such Person) or (ii) 5% or more of the combined voting power of the
Voting Stock of such Person.

         "Resale Restriction Termination Date" has the meaning specified in
Section 3.12.

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

         "Restricted Payments" has the meaning specified in Section 10.11.

         "Restricted Period" has the meaning specified in Section 3.1.

         "Restricted Securities Legend" means either of (i) the Private
Placement Legend or (ii) the Regulation S Legend.

         "Revolving Credit Facilities" means one or more revolving or other
credit facilities to which the Company and/or one or more Subsidiaries of the
Company may be parties (as obligor or guarantor), in an aggregate principal
amount not to exceed $600 million at any time outstanding.

         "Rule 144A" has the meaning specified in Section 3.1.

         "Sale and Leaseback Transaction" of any Person means an arrangement
with any lessor, lender, obligee or investor or to which such lessor, lender,
obligee or investor is a party providing for the leasing or renting by such
Person of any property or asset of such Person which
<PAGE>
                                                                              21


has been or is being sold or transferred by such Person more than 270 days after
the acquisition thereof or, if later, the delivery or commencement of operation
thereof, to such lessor, lender, obligee or investor or to any Person to whom
funds have been or are to be advanced by such lessor, lender, obligee or
investor on the security of such property or asset. The Stated Maturity of such
arrangement shall be the date of the last scheduled payment of rent or any other
amount due under such arrangement prior to the first date on which such
arrangement may be terminated by the lessee without payment of a penalty.

         "Securities" means the securities designated in the first paragraph of
the Recitals of the Company.

         "Securities Act" refers to the Securities Act of 1933 as it may be
amended and any successor act thereto.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Significant Subsidiary" means a Subsidiary of the Company having total
assets of $25 million or more.

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

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

         "Stated Maturity" means (i) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final installment
of principal of such debt security is due and payable or (ii) with respect to
any specified scheduled installment of principal or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

         "Subordinated Debt" means Debt of the Company or any Subsidiary of the
Company which is subordinate or junior in right of payment to the Securities
pursuant to a written agreement.

         "Subsidiary" of any Person means (i) a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof; provided that an Unrestricted Subsidiary shall
not be deemed to be a Subsidiary of the Company for purposes of this Indenture.

         "Successor Company" has the meaning specified in Section 8.1.
<PAGE>
                                                                              22


         "Tangible Assets" of any Person means, at any date, the gross book
value as shown by the accounting books and records of such Person of all its
property both real and personal, less (without duplication) (i) the net book
value of all its licenses, patents, patent applications, copyrights, trademarks,
trade names, goodwill, non-compete agreements or organizational expenses and
other like intangibles, (ii) unamortized Debt 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.

         "Temporary Regulation S Note" has the meaning specified in Section 3.1.

         "9 5/8% Notes" means the 9 5/8% Senior Notes due 2012 issued by the
Company.

         "9 5/8% Notes Indenture" means the indenture dated November 27, 2002
pursuant to which the Company issued the 9 5/8% Notes, as such indenture may be
amended, supplemented or otherwise modified from time to time.

         "Total Loss" has the meaning specified in Section 10.8.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended
and as in force at the date as of which this instrument was executed, except as
provided in Section 9.5; provided that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

         "Unrestricted Subsidiary" means Stena Fastigheter AB, Stena Realty BV,
Stena Adactum AB and Simplon Ltd and any Subsidiary of the Company which the
Company by Board Resolution shall classify as an Unrestricted Subsidiary and any
Subsidiary of an Unrestricted Subsidiary. A Subsidiary of the Company may only
be classified as an Unrestricted Subsidiary if, immediately after giving effect
to such classification, (i) there would be no Default or Event of Default under
this Indenture, (ii) such Subsidiary would have no Debt other than Non-Recourse
Debt, as certified in an Opinion of Counsel delivered to the Trustee, (iii) the
Company would be able to Incur at least $1 of Debt pursuant to the first
paragraph of Section 10.8, (iv) any Investments made in such Subsidiary after
the date of this Indenture would be permitted under Section 10.15, (v) such
Subsidiary has no assets which are essential to the operations of the Company
and its Subsidiaries, taken as a whole, and (vi) neither the Company nor any
Subsidiary of the Company has any obligation (a) to subscribe for additional
shares of Capital Stock or other equity interests of such Subsidiary or (b) to
maintain or preserve such Subsidiary's financial condition or to cause such
Subsidiary to achieve certain levels of operating results; provided, however,
that any Subsidiary of the Company may not be reclassified more than once in any
13-month period. An Unrestricted Subsidiary may only be reclassified as a
Subsidiary of the Company if immediately after giving effect to such
reclassification, there would be no Default or Event of Default under this
Indenture. Any such classification or
<PAGE>
                                                                              23


reclassification shall be evidenced by, and shall become effective upon, the
filing with the Trustee of the Board Resolution giving effect to such
designation, an Officers' Certificate certifying that such designation complies
with the applicable conditions set forth above and, if applicable, the Opinion
of Counsel required under subclause (ii) above, in each case in form and
substance satisfactory to the Trustee.

         "U.S. Government Obligations" has the meaning specified in Section
12.4.

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

         "Vessels" means the shipping vessels whose primary purpose is the
maritime transportation of cargo and/or passengers or which are otherwise
engaged or used in any business activities of the Company and its Subsidiaries
permitted under Section 10.16 (including, without limitation, semi-submersible
and other drilling rigs and drillships) and which are owned by and registered
(or to be owned by and registered) in the name of the Company or any of its
Subsidiaries or operated by the Company or any of its Subsidiaries pursuant to a
lease or other operating agreement constituting a Capitalized Lease Obligation,
in each case together with all related equipment and any additions or
improvements.

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.2. Compliance Certificates and Opinions.

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

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

         (1) a statement that each individual signing such certificate or
    opinion has read such covenant or condition and the definitions herein
    relating thereto;
<PAGE>
                                                                              24


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

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

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

SECTION 1.3. Form of Documents Delivered to Trustee.

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

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

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

SECTION 1.4. Acts of Holders; Record Date.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
agents duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.
<PAGE>
                                                                              25


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

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

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

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

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

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

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

         (2) the Company by the Trustee or by any Holder shall be sufficient for
    every purpose hereunder (unless otherwise herein expressly provided) if in
    writing and mailed, first-class postage prepaid, to the Company addressed to
    it at the address of its principal office specified in the first paragraph
    of this instrument or at any other address previously furnished in writing
    to the Trustee by the Company.

SECTION 1.6. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where
<PAGE>
                                                                              26


this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 1.7. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.8. Effect of Headings and Table of Contents.

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

SECTION 1.9. Successors and Assigns.

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

SECTION 1.10. Separability Clause.

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

SECTION 1.11. Benefits of Indenture.

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

SECTION 1.12. GOVERNING LAW.

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

SECTION 1.13. Legal Holidays.
<PAGE>
                                                                              27


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

SECTION 1.14. Consent to Jurisdiction and Service of Process.

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

SECTION 1.15. Conversion of Currency.

         (a) The Company shall indemnify the Holders against, and the Holders
shall have an additional legal claim for, any loss or damage which, consequent
upon any judgment being obtained or endorsed in respect of the non-payment by
the Company of any amount due under or pursuant to this Indenture arises from
any variation in rates of exchange between United States dollars and the
currency in which judgment is obtained or enforced between the date such amount
became due (or the date of the said judgment being obtained as the case may be)
and the
<PAGE>
                                                                              28


date of actual payment of such amount. The indemnity contained in this Section
1.15 shall apply irrespective of any indulgence granted to the Company from time
to time and shall continue in full force and effect notwithstanding any payment
by or on behalf of the Company, and any amount due from the Company under this
Section 1.15 will be due as a separate payment and shall not be affected by any
judgment being obtained for any other sums due under or in respect of this
Indenture.

(b) The term "rate(s) of exchange" shall mean the rate, quoted at noon for
transactions in excess of $1,000,000, at which the Holder is able or would have
been able on the relevant date to purchase at JPMorgan Chase Bank at its main
branch in New York City, United States dollars with the judgment currency other
than United States dollars referred to in Subsection (a) above and includes any
premiums and costs of exchange payable.

SECTION 1.16. No Recourse Against Others.

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

SECTION 1.17. Qualification of Indenture.

         The Company shall qualify this Indenture under the Trust Indenture Act
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 printing this Indenture and the Securities. The Trustee shall
be entitled to receive from the Company any such Officers' Certificates,
Opinions of Counsel or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the Trust
Indenture Act.

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 2.1. Forms Generally.

         The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of a
Security may be set forth on the reverse thereof with an appropriate reference
thereto on the face of the Security.

         The definitive Securities shall be printed, typewritten, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange on which
the Securities may be listed, all as
<PAGE>
                                                                              29


determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 2.2. Form of Face of Security.

                                 Stena AB (publ)

                            7.5% Senior Note due 2013

                                               CUSIP No.
                                                        ----------
                                               ISIN
                                                   ---------------
No. ___                                          $__________ (as revised
                                                 by the Schedule of
                                                 Increases and Decreases in
                                                 Global Security attached
                                                 hereto)


         Stena AB (publ), a company incorporated under the laws of the Kingdom
of Sweden (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., as nominee for the Depositary, or registered
assigns, the principal sum of ______________ as revised by the Schedule of
Increases and Decreases in Global Security attached hereto on November 1, 2013,
and to pay interest thereon from December 2, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 1 and November 1 in each year, commencing May 1, 2004, at
the rate of 7.5% per annum, until the principal hereof is paid or duly provided
for. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or any predecessor of such Security) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 15 or October 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or any predecessor of such Security) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. The Company will pay interest on overdue principal and premium, if
any, and on overdue interest (to the full extent permitted by law) at a rate of
[__]% per annum.

         [Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.]
<PAGE>
                                                                              30


         [Insert in place of preceding paragraph if the Security is to be a
Global Security - Immediately available funds for the payment of the principal
of (and premium, if any) and interest on this Security due on any Interest
Payment Date or at Maturity will be made available to the Paying Agent to permit
the Paying Agent to pay such funds to the Depositary on such respective dates.
The Depositary will allocate and pay such funds to the owners of beneficial
interests in the Security in accordance with its existing operating procedures.]

         The Company hereby further agrees, subject to the limitations and
exceptions set forth in the Indenture, to pay Additional Amounts (as defined in
the Indenture) hereon.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


<PAGE>
                                                                              31



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:

                              STENA AB (PUBL)


                              By:  /s/ Martin Drotz
                                  ---------------------------------------
                                  Title: Business Controller


                              By: /s/ Svante Carlsson
                                  ---------------------------------------
                                  Title: Chief Financial Officer




         TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

         JPMORGAN CHASE BANK,
         as Trustee


         By: /s/ Rosa Ciaccia
             ---------------------------------------
         Authorized Officer




<PAGE>
                                                                              32


SECTION 2.3. Form of Reverse of Security.

                            Reverse Side of Security

         This Security is one of a duly authorized issue of Securities of the
Company designated as its 7.5% Senior Notes due 2013 (herein called the
"Securities"), limited in aggregate principal amount to $175,000,000, issued and
to be issued under an Indenture, dated as of December 2, 2003 (herein called the
"Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

         The Securities are subject to redemption upon not less than 30 nor more
than 60 days' notice by mail, at any time on and after November 1, 2008, as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed during
the 12-month period beginning November 1 of the years indicated,

            Year                             Redemption Price
            ----                             ----------------
            2008                                 103.750%
            2009                                 102.500%
            2010                                 101.250%
            2011 and thereafter                  100.000%

together in the case of any such redemption with accrued interest to but
excluding the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or any predecessor Securities thereto, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.

         Subject to the relevant provision set forth in the Indenture, the
Securities are subject to redemption, in whole but not in part, at the option of
the Company in the event the Company becomes obligated to pay Additional Amounts
hereon.

         The Securities do not have the benefit of any sinking fund obligations.

         In the event of redemption or purchase pursuant to an Offer to Purchase
of this Security in part only, a new Security or Securities for the unredeemed
or unpurchased portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.
<PAGE>
                                                                              33


         The Indenture provides that, subject to certain conditions, if (i)
certain Net Available Proceeds are available to the Company as a result of Asset
Dispositions, or (ii) a Change of Control occurs, the Company shall be required
to make an Offer to Purchase for all or a specified portion of the Securities.

         The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth (including in the case of any Global Security, certain additional
limitations), the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
<PAGE>
                                                                              34


         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

         Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

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

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

         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 Holders. No representation is made as
to the accuracy of such numbers either as printed in the Securities or as
contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon.


<PAGE>
                                                                              35



                                 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.


Dated:                            Your Signature:
       ------------------                         -----------------------------

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


Signature Guarantee:
                     -------------------------------------

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:

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

         2[ ] transferred to the Company; or

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

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

         5[ ] transferred pursuant to and in compliance with Regulation S
              under the Securities Act; or
<PAGE>
                                                                              36


         6[ ] 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 3.14 of the Indenture); or

         7[ ] transferred pursuant to another available exemption from the
              registration requirements of the Securities Act.

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, such as the exemption provided by Rule 144
under the Securities 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:




<PAGE>
                                                                              37



              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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

<TABLE>
<CAPTION>
                                                             Principal Amount of      Signature of
           Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
Date of    Principal Amount of      Principal Amount of      following such           of Trustee or
Exchange   this Global Security     this Global Security     decrease or increase     Securities Custodian
--------   ---------------------    ---------------------    --------------------     --------------------
<S>              <C>                     <C>                       <C>                      <C>





</TABLE>




<PAGE>
                                                                              38




                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased in its entirety by
the Company pursuant to Sections 10.19 or 10.21 of the Indenture, check the box:

                       [ ] Section 10.19 [ ] Section 10.21

         If you want to elect to have only a part of this Security purchased by
the Company pursuant to Sections 10.19 or 10.21 of the Indenture, state the
amount: $_____________

Dated:                              Your Signature:
       -----------------------                     -----------------------------


Signature Guarantee:


------------------------------
(Signature must be guaranteed)


SECTION 2.4. Form of Trustee's Certificate of Authentication.

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

                                    JPMORGAN CHASE BANK,
                                       as Trustee


                                    By:
                                       ----------------------------------
                                        Authorized Officer



                                   ARTICLE III
                                 THE SECURITIES

SECTION 3.1. Title and Terms.

         (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $175,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4,
3.5, 3.6, 9.6 or 11.8, Exchange Securities or in connection with an Offer to
Purchase pursuant to Sections 10.19 or 10.21. Subject to Section 3.5, the
Securities will be represented by one or more Global Securities in the name of
the Depositary or its nominee.

         The Securities shall be known and designated as the "7.5% Senior Notes
due 2013" of the Company. Their Stated Maturity shall be November 1, 2013 and
they shall bear interest at the rate of 7.5% per annum, from December 2, 2003 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, as the case may be, payable
<PAGE>
                                                                              39


semi-annually on May 1 and November 1, commencing May 1, 2004, until the
principal thereof is paid or made available for payment.

         The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company in The City of New York
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose; provided that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

         Notwithstanding any other provision of this Section 3.1, if the
Securities are in the form of one or more Global Securities, immediately
available funds for the payment of the principal of (and premium, if any) and
interest on the Securities due on any Interest Payment Date or at Maturity, as
the case may be, will be made available to the Paying Agent to permit the Paying
Agent to pay such funds to the Depositary on such respective dates. The
Depositary will allocate and pay such funds to the owners of beneficial
interests in the Securities in accordance with its existing operating
procedures.

         The Securities shall be subject to repurchase by the Company pursuant
to an Offer to Purchase as provided in Sections 10.19 or 10.21.

         The Securities shall be redeemable as provided in Article Eleven.

         The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.

         The Securities do not have the benefit of any sinking fund obligations.

         The Initial Securities and the Exchange Securities shall be considered
collectively as a single class for all purposes of this Indenture. Holders of
the Initial 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 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 November 24, 2003, among the Company,
J.P. Morgan Securities Inc. and the other initial purchasers named therein. The
Initial Securities will be resold initially only to 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 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 each case, in accordance with the procedure described herein.

         Initial Securities offered and sold to QIBs 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 as set forth in Section 2.2,
<PAGE>
                                                                              40


including appropriate legends as set forth in Section 3.1(c) (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 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 offered and sold outside the United States of
America (the "Regulation S Notes") in reliance on Regulation S shall initially
be issued in the form of a temporary global Security (the "Temporary Regulation
S Global Note"), without interest coupons. Beneficial interest in the Temporary
Regulation S Global Note will be exchanged for beneficial interests in a
corresponding permanent global Security, without interest coupons, substantially
in the form as set forth in Section 2.2 including appropriate legends as set
forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together
with the Temporary Regulations Global Note, each a "Regulation S Global Note")
within a reasonable period after the expiration of the Restricted Period (as
defined below) upon delivery of the certification contemplated by Section 3.13.
Each Regulation S Global Note will be deposited upon issuance with, or on behalf
of, the Trustee as custodian for DTC in the manner described in this Article
Three for credit to the respective accounts of the purchasers (or to such other
accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day
after the later of the commencement of the offering of the Initial Securities
and the date on which the Initial Securities are originally issued (such period
through and including such 40th day, the "Restricted Period"), interests in the
Temporary Regulation S Global Note may only be held through Euroclear or
Clearstream (as indirect participants in DTC) unless exchanged for interests in
a Global Security in accordance with the transfer and certification requirements
described herein.

         Investors may hold their interests in the Regulation S Global Note
directly through Euroclear or Clearstream, if they are participants in such
systems, or indirectly through organizations which are participants in such
systems. After the expiration of the Restricted Period (but not earlier),
investors may also hold such interests through organizations other than
Euroclear or Clearstream that are participants in DTC's system. Euroclear and
Clearstream will hold such interests in the applicable Regulation S Global Note
on behalf of their participants through customers' securities accounts in their
respective names on the books of their respective depositaries. Such
depositaries, in turn, will hold such interests in the applicable Regulation S
Global Note in customers' securities accounts in the depositaries' names on the
books of DTC.

         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 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
as set forth in Section 2.2 including appropriate
<PAGE>
                                       41


legends as set in Section 3.1(c) (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 as set forth in Section 2.2, deposited with the
Trustee as hereinafter provided, including the appropriate legend set forth in
Section 3.1(c) (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 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 in Section
2.2. 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 Section 2.2
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) 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:
<PAGE>
                                                                              42


    "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 OR 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 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) OR (F) TO
    REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
    INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON
    THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

    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
<PAGE>
                                                                              43


    PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
    SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF 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 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
    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 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 FORTY DAYS AFTER
    THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
    ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
    PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A
    REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
    ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
    RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
    "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
    ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
    INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
    IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
    OUTSIDE THE UNITED STATES 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
<PAGE>
                                                                              44


    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
    ISSUER 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:

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

    TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
    BUT NOT IN PART, TO DTC, 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 THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."


SECTION 3.2. Denominations.
<PAGE>
                                                                              45


         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any multiple thereof.

SECTION 3.3. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by any two of
the following: its Chairman of the Board, its Chief Executive Officer, its Chief
Financial Officer, its Financial Manager and its Controller. The signature of
any of these officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at the time of execution of the Securities the officers of the Company
authorized by the Company to execute the Securities shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 3.4. Temporary Securities.

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

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. 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 of the Company designated pursuant to Section 10.2, 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
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations.
<PAGE>
                                                                              46


Until so exchanged the temporary Securities shall in all respects be entitled to
the same benefits under this Indenture as definitive securities.

SECTION 3.5. Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 10.2 hereof a register (herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. Said office or agency
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.2 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.

         The Company hereby designates the Depositary as the initial depository
for the Securities if a Global Security representing all or a portion of the
Securities is issued by the Company. In such event, the Company shall execute
and the Trustee shall, in accordance with this Article Three, authenticate and
deliver, one or more Global Securities that (i) shall represent, and shall be
denominated in an amount equal to, the aggregate principal amount of all of the
Securities to be represented by such Global Securities, (ii) shall be registered
in the name of the Depositary for such Global Security or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instructions and (iv) shall be substantially in the form specified
in Article Two hereof, with such changes and additions specified in such Article
Two to be applicable to Global Securities.

         Notwithstanding any other provision of this Section 3.5, unless and
until it is exchanged in whole or in part for Securities in definitive form, a
Global Security representing all or a portion of the Securities may not be
transferred except as a whole by the Depositary to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary. Unless otherwise
provided as contemplated by Section 3.1 with respect to any series of Securities
evidenced in whole or in part by one or more Global Securities, the Depositary
may not sell, assign, transfer or otherwise convey any beneficial interest in a
Global Security evidencing all or part of the Securities of such series unless
such beneficial interest is in an amount equal to an authorized denomination for
the Securities.

         If at any time the Depositary for the Securities notifies the Company
that it is unwilling or unable to continue as a Depositary for the Securities or
if at any time the Depositary for Securities shall no longer be registered or in
good standing under the Exchange Act or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to the Securities.
If a successor Depositary for the Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, the
<PAGE>
                                                                              47


Company will execute, and the Trustee, upon the written request
or authorization of any officer of the Company, will authenticate and deliver
Securities in definitive form in an aggregate principal amount equal to the
principal amount of the one or more Global Securities representing Securities in
exchange for such Global Securities.

         In the event that (i) the Company at any time and in its sole
discretion determines that the Securities issued in the form of one or more
Global Securities shall no longer be represented by such Global Securities or
(ii) there shall have occurred and be continuing a Default or an Event of
Default, the Company will execute, and the Trustee, upon the written request or
authorization of any officer of the Company, will authenticate and deliver
Securities in definitive form and in an aggregate principal amount equal to the
principal amount of the one or more Global Securities representing the
Securities in exchange for such Global Securities.

         The Depositary may surrender a Global Security in exchange, in whole or
in part, for Securities in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon, the Company shall execute and the
Trustee shall authenticate and deliver, without charge,

         (a) to each Person specified by the Depositary, a new Security or
Securities of the same series in definitive form in an aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
surrendered Global Security; and

         (b) to the Depositary, a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities of such series
delivered in definitive form to Holders pursuant to clause (a) above.

         Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Securities issued
in definitive form in exchange for a Global Security pursuant to this Section
3.5 shall be registered in such names and in such authorized denominations as
the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities in definitive form to the Person in whose name such Securities
are so registered.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the
<PAGE>
                                                                              48


Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.8 or in accordance with any
Offer to Purchase pursuant to Sections 10.19 or 10.21 not involving any
transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.4 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and upon a Company Request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the 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.
<PAGE>
                                                                              49


SECTION 3.7. Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or any predecessor of such Security) is registered at
the close of business on the Regular Record Date for such interest as so
specified in this Article Three.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
    the Persons in whose names the Securities (or any predecessor Securities
    thereto) are registered at the close of business on a Special Record Date
    for the payment of such Defaulted Interest, which shall be fixed in the
    following manner. The Company shall notify the Trustee in writing of the
    amount of Defaulted Interest proposed to be paid on each Security and the
    date of the proposed payment, and at the same time the Company shall deposit
    with the Trustee an amount of money equal to the aggregate amount proposed
    to be paid in respect of such Defaulted Interest or shall make arrangements
    satisfactory to the Trustee for such deposit prior to the date of the
    proposed payment, such money when deposited to be held in trust for the
    benefit of the Persons entitled to such Defaulted Interest as in this clause
    provided. Thereupon the Trustee shall fix a Special Record Date for the
    payment of such Defaulted Interest which shall be not more than 15 days and
    not less than 10 days prior to the date of the proposed payment and not less
    than 10 days after the receipt by the Trustee of the notice of the proposed
    payment. The Trustee shall promptly notify the Company of such Special
    Record Date and, in the name and at the expense of the Company, shall cause
    notice of the proposed payment of such Defaulted Interest and the Special
    Record Date therefor to be mailed, first-class postage prepaid, to each
    Holder at his address as it appears in the Security Register, not less than
    10 days prior to such Special Record Date. Notice of the proposed payment of
    such Defaulted Interest and the Special Record Date therefor having been so
    mailed, such Defaulted Interest shall be paid to the Persons in whose names
    the Securities (or any predecessor Securities thereto) are registered at the
    close of business on such Special Record Date and shall no longer be payable
    pursuant to the following clause (2).

         (2) The Company may make payment of any Defaulted Interest 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
<PAGE>
                                                                              50


shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

SECTION 3.8. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.7) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.9. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against or any Offer to Purchase pursuant to
Section 10.19 or 10.21 shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be destroyed in accordance with the Trustee's customary
procedures unless by a Company Order the Company shall direct that cancelled
Securities be returned to it or a certification of their destruction delivered
to the Company. If the Company shall acquire any Securities, such acquisition
shall not operate as a redemption or satisfaction of indebtedness unless and
until the same are delivered to the Trustee for cancellation.

SECTION 3.10. Computation of Interest.

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

SECTION 3.11. CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally is use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption or repurchase as a convenience to Holders; provided 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 or repurchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption or
repurchase shall not be affected by any defect on or omission of such numbers.
The Company shall promptly notify the Trustee of any change in "CUSIP" numbers.

SECTION 3.12. Transfer and Exchange.
<PAGE>
                                                                              51


         (a) The following provisions shall apply with respect to any proposed
registration of 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 Securities
thereto) (the "Resale Restriction Termination Date"):

         (i) registration of 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 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) registration of 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 3.14 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) registration of 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 3.15 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
registration of transfer of a Regulation S Note prior to the expiration of the
Restricted Period:

         (i) registration of 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 Security, 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;
<PAGE>
                                                                              52


         (ii) registration of 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 3.14
    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) registration of 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 3.15 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.

         After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred in accordance with applicable law without
requiring the certification set forth in Section 3.14, Section 3.15 or any
additional certification.

         (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Security 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 Security Registrar shall deliver
only Securities that bear a Restricted Securities Legend unless (i) Initial
Securities are being exchanged for Exchange Securities in an Exchange Offer in
which case the Exchange Securities shall not bear a Restricted Securities
Legend, (ii) an Initial Security is being transferred pursuant to an effective
registration statement or (iii) there is delivered to the Security 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 Security Registrar shall retain copies of all letters, notices
and other written communications received pursuant to this Section 3.12. 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 Security Registrar.

         (e) 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
<PAGE>
                                                                              53


    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 3.13. Form of Certificate to be Delivered upon Termination of Restricted
Period.

                                     [Date]

Stena AB (publ)
Masthuggskajen, S-405 19
Gothenburg, Sweden

                           Re:     Stena AB (publ) (the "Company")
                                   7.5% Senior Notes due 2013 (the "Securities")

Dear Sirs:

         This letter relates to Securities represented by a temporary global
note (the "Temporary Regulation S Global Note"). Pursuant to Section 3.1 of the
Indenture dated as of December 2, 2003 relating to the Securities (the
"Indenture"), we hereby certify that the Persons who are the beneficial owners
of $[________] principal amount of Securities represented by the Temporary
Regulation S Global Note are Persons outside the United States to whom
beneficial interests in such Securities could be transferred in accordance with
Rule 904 of Regulation S promulgated under the Securities Act of 1933, as
amended. Accordingly, you are hereby requested to issue a Permanent Regulation S
Global Note representing the undersigned's interest in the principal amount of
Securities represented by the Temporary Regulation S Global Note, all in the
manner provided by the Indenture.

         You and the Trustee 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 the Indenture and Regulation S.

Very truly yours,

[Name of Holder]


By:
    -----------------------------
    Authorized Signature
<PAGE>
                                                                              54



SECTION 3.14. Form of Certificate to be Delivered in Connection with Transfers
to Institutional Accredited Investors.

                                     [Date]

Stena AB (publ)
Masthuggskajen, S-405 19
Gothenburg, Sweden

Dear Sirs:

         This certificate is delivered to request registration of transfer of
$[_________] principal amount of the 7.5% Senior Notes due 2013 (the
"Securities") of Stena AB (publ) (the "Company").

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


         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
Securities 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
<PAGE>
                                                                              55


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) 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 3.15. Form of Certificate to be Delivered in Connection with Transfers
Pursuant to Regulation S.

                                     [Date]

Stena AB (publ)
Masthuggskajen, S-405 19
Gothenburg, Sweden

                           Re:     Stena AB (publ)
                                   7.5% 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;
<PAGE>
                                                                              56


         (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.

         You and the Trustee 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.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.

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

         (1) either

         (A) all Securities theretofore authenticated and delivered (other than
         (i) Securities which have been destroyed, lost or stolen and which have
         been replaced or paid as provided in Section 3.6 and (ii) Securities
         for whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from such trust, as provided in Section 10.3)
         have been delivered to the Trustee for cancellation; or

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

         (i) have become due and payable, or
<PAGE>
                                                                              57


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

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

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

         (2) the Company has paid or caused to be paid all other sums payable
    hereunder by the Company (including, without limitation, all amounts due the
    Trustee under Section 6.7 hereof); and

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

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article Four, the obligations of the Company to the Trustee under Section
6.7 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Sections 3.5, 3.6, 4.2, 10.2 and the last paragraph of Section 10.3 shall
survive.

SECTION 4.2. Application of Trust Money.

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

SECTION 4.3. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 4.2 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Four until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 4.2; provided that
if the Company makes any payment of principal of (and premium, if any) or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of
<PAGE>
                                                                              58


such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1. Events of Default.

         "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

         (2) default in the payment of any interest upon any Security when it
    becomes due and payable, and continuance of such default for a period of 30
    days; or

         (3) default, on the applicable Purchase Date, in the purchase of
    Securities required to be purchased by the Company pursuant to an Offer to
    Purchase as to which an Offer has been mailed to Holders; or

         (4) default in the performance, or breach, of Section 8.1; or

         (5) default in the performance, or breach, of any covenant or warranty
    of the Company in this Indenture (other than a covenant or warranty a
    default in whose performance or whose breach is elsewhere in this Section
    specifically dealt with), and continuance of such default or breach for a
    period of 30 days after there has been given, by registered or certified
    mail, to the Company by the Trustee or to the Company and the Trustee by the
    Holders of at least 25% in aggregate principal amount of the Outstanding
    Securities a written notice specifying such default or breach and requiring
    it to be remedied and stating that such notice is a "Notice of Default"
    hereunder; or

         (6) a default or defaults under any bond(s), debenture(s), note(s) or
    other evidence(s) of Debt by the Company or any Subsidiary of the Company or
    under any mortgage(s), indenture(s) or instrument(s) under which there may
    be issued or by which there may be secured or evidenced any Debt of such
    type by the Company or any such Subsidiary with a principal amount then
    outstanding, individually or in the aggregate, greater than or equal to $15
    million, whether such Debt now exists or shall hereafter be created, which
    default or defaults results in such Debt becoming due and payable prior to
    the date on which it would otherwise have become due and payable and such
    acceleration has not been rescinded; or

         (7) a final judgment or final judgments (not subject to appeal) for the
    payment of money are entered against the Company or any Subsidiary of the
    Company in an aggregate amount in excess of $15 million by a court or courts
    of competent jurisdiction, which judgments remain undischarged or unbonded
    for a period (during which execution
<PAGE>
                                                                              59


    shall not be effectively stayed) of 60 days after the right to appeal all
    such judgments has expired; or

         (8) the entry by a court having jurisdiction in the premises of (A) a
    decree or order for relief in respect of the Company or any Subsidiary of
    the Company in an involuntary case or proceeding under any applicable
    Federal or State bankruptcy, insolvency, reorganization or other similar law
    or (B) a decree or order adjudging the Company or any such Subsidiary a
    bankrupt or insolvent, or approving as properly filed a petition seeking
    reorganization, arrangement, adjustment or composition of or in respect of
    the Company or any such Subsidiary under any applicable Federal or State
    law, or appointing a custodian, receiver, liquidator, assignee, trustee,
    sequestrator or other similar official of the Company or any such Subsidiary
    or of any substantial part of the property of the Company or any such
    Subsidiary, or ordering the winding up or liquidation of the affairs of the
    Company or any such Subsidiary, and the continuance of any such decree or
    order for relief or any such other decree or order unstayed and in effect
    for a period of 60 consecutive days; or

         (9) the commencement by the Company or any Subsidiary of the Company of
    a voluntary case or proceeding under any applicable Federal or State
    bankruptcy, insolvency, reorganization or other similar law or of any other
    case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
    by the Company or any such Subsidiary to the entry of a decree or order for
    relief in respect of the Company or any Subsidiary of the Company in an
    involuntary case or proceeding under any applicable Federal or State
    bankruptcy, insolvency, reorganization or other similar law or to the
    commencement of any bankruptcy or insolvency case or proceeding against the
    Company or any Subsidiary of the Company, or the filing by the Company or
    any such Subsidiary of a petition or answer or consent seeking
    reorganization or relief under any applicable Federal or State law, or the
    consent by the Company or any such Subsidiary to the filing of such petition
    or to the appointment of or taking possession by a custodian, receiver,
    liquidator, assignee, trustee, sequestrator or similar official of the
    Company or any Subsidiary of the Company or of any substantial part of the
    property of the Company or any Subsidiary of the Company, or the making by
    the Company or any Subsidiary of the Company of an assignment for the
    benefit of creditors, or the admission by the Company or any such Subsidiary
    in writing of its inability to pay its debts generally as they become due,
    or the taking of corporate action by the Company or any such Subsidiary in
    furtherance of any such action; or

         (10) the Company or any Subsidiary which is not a U.S. corporation
    makes an application for an administration order or convenes any meeting of
    its members or creditors or takes any other steps (under any applicable law
    relating to bankruptcy, insolvency, liquidation, winding-up, reorganization
    or similar proceedings) with a view to the liquidation, winding-up,
    dissolution, receivership, administration, reorganization or amalgamation of
    the Company or such Subsidiary or with a view to proposing any kind of
    composition, scheme of arrangement or other compromise or arrangement with
    its creditors generally other than solvent amalgamation and similar
    reorganizations otherwise permitted under Article Eight hereof; or
<PAGE>
                                                                              60


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

         (12) there occurs, in relation to the Company or any Subsidiary which
    is not a U.S. corporation, in any courts having jurisdiction in the premises
    of any county or territory in which it carries on business or to the
    jurisdiction of whose courts it or a substantial portion of its property is
    subject any event or proceeding which corresponds in that country or
    territory with any of those mentioned in subclauses (8) to (11) inclusive
    (subject to the same exceptions provided in said subclauses and the passage
    of analogous time periods).

         For purposes of the foregoing, the Company shall be deemed to have
failed to perform or comply with any covenant contained in this Indenture
requiring the Company to cause certain actions to be taken (or to prohibit the
taking of certain actions) by any Subsidiary of the Company or any Unrestricted
Subsidiary if such Subsidiary or Unrestricted Subsidiary shall have taken (or
failed to take) such actions, even where the Company lacks the corporate power
and authority under the Swedish Companies Act to cause or prohibit such actions.

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 5.1(8) through (12) with respect to the Company or any Significant
Subsidiary) occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal and
any accrued interest shall become immediately due and payable. If an Event of
Default specified in Section 5.1(8) through (12) occurs with respect to the
Company or any Significant Subsidiary, the principal of and any accrued interest
on the Securities then Outstanding shall ipso facto become immediately due and
payable without any declaration or other Act on the part of the Trustee or any
Holder.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article, the Holders of a majority
in aggregate principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

         (1) the Company has paid or deposited with the Trustee a sum sufficient
    to pay
<PAGE>
                                                                              61


         (A) all overdue interest on all Securities,

         (B) the principal of (and premium, if any, on) any Securities which
         have become due otherwise than by such declaration of acceleration
         (including any Securities required to have been purchased on the
         Purchase Date pursuant to an Offer to Purchase made by the Company)
         and, to the extent that payment of such interest is lawful, interest
         thereon at the rate borne by the Securities,

         (C) to the extent that payment of such interest is lawful, interest
         upon overdue interest at the rate borne by the Securities and

         (D) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel (including, without limitation, all
         amounts due the Trustee under Section 6.7 hereof);

    and

         (2) all Events of Default, other than the non-payment of the principal
    of Securities which have become due solely by such declaration of
    acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

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

                  The Company covenants that if

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

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

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

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the

<PAGE>
                                                                              62


Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

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

SECTION 5.4. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

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

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

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel (including,
without limitation, all amounts due the Trustee under Section 6.7 hereof), be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

SECTION 5.6. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such
<PAGE>
                                                                              63


money on account of principal (or premium, if any) or interest, upon
presentation of the Securities or in the due course of paying interest and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section 6.7;

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

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

SECTION 5.7. Limitation on Suits.

         No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

         (1) such Holder has previously given written notice to the Trustee of a
    continuing Event of Default;

         (2) the Holders of not less than 25% in principal amount of the
    Outstanding Securities shall have made written request to the Trustee to
    institute proceedings in respect of such Event of Default in its own name as
    Trustee hereunder;

         (3) such Holder or Holders have offered to the Trustee reasonable
    indemnity against the costs, expenses and liabilities to be incurred in
    compliance with such request;

         (4) the Trustee for 60 days after its receipt of such notice, request
    and offer of indemnity has failed to institute any such proceeding; and

         (5) no direction inconsistent with such written request has been given
    to the Trustee during such 60-day period by the Holders of a majority in
    aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.
<PAGE>
                                                                              64



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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date or in the case of an Offer to Purchase made by the Company and required to
be accepted as to such Security, on the Purchase Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 5.9. Restoration of Rights and Remedies.

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

SECTION 5.10. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

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

SECTION 5.12. Control by Holders.

         The Holders of a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that
<PAGE>
                                                                              65


         (1) such direction shall not be in conflict with any rule of law or
    with this Indenture, expose the Trustee to personal liability or be unduly
    prejudicial to Holders not joining therein, and

         (2) subject to Section 315 of the Trust Indenture Act, the Trustee may
    take any other action deemed proper by the Trustee which is not inconsistent
    with such direction.

SECTION 5.13. Waiver of Past Defaults.

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

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

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

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

SECTION 5.14. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

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

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
<PAGE>
                                                                              66


                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 6.1. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 6.2. Notice of Defaults.

         The Trustee shall give the Holders notice of any Default hereunder as
to the extent provided by Section 315(b) of the Trust Indenture Act.

SECTION 6.3. Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;
<PAGE>
                                                                              67


         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

         (h) the Trustee shall not be charged with knowledge of any Default or
Event of Default unless either (i) a Responsible Officer of the Trustee shall
have actual knowledge of such Default or Event of Default or (ii) written notice
of such Default or Event of Default shall have been given to the Trustee by the
Company or any other obligor on such Securities or by any Holder of the
Securities;

         (i) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; and

         (j) the permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as duties.

SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

SECTION 6.5. May Hold Securities.

         The Trustee, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.

SECTION 6.6. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.
<PAGE>
                                                                              68


SECTION 6.7. Compensation and Reimbursement.

         The Company agrees

         (1) to pay to the Trustee from time to time reasonable compensation for
    all services rendered by it hereunder (which compensation shall not be
    limited by any provision of law in regard to the compensation of a trustee
    of an express trust);

         (2) except as otherwise expressly provided herein, to reimburse the
    Trustee upon its request for all reasonable expenses, disbursements and
    advances incurred or made by the Trustee in accordance with any provision of
    this Indenture (including the reasonable compensation and the expenses and
    disbursements of its agents and counsel), except any such expense,
    disbursement or advance as may be attributable to its negligence or bad
    faith; and

         (3) to indemnify the Trustee for, and to hold it harmless against, any
    loss, liability or expense incurred without negligence or bad faith on its
    part, arising out of or in connection with the acceptance or administration
    of this trust, including the costs and expenses of defending itself against
    any claim or liability in connection with the exercise or performance of any
    of its powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section 6.7, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of Holders of Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(8), (9), (10) or (11), the expenses
and the compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

         The Company's obligations under this Section 6.7 and any lien arising
hereunder shall survive the resignation or removal of any Trustee, the discharge
of the Company's obligations pursuant to Article Four of this Indenture and/or
the termination of this Indenture.

SECTION 6.8. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.9. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000, shall be subject to
supervision or examination by Federal or State authority and shall be a
corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia, authorized under such laws to
exercise
<PAGE>
                                                                              69


corporate trust powers. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

         (d) If at any time:

         (1) the Trustee shall fail to comply with Section 6.8 after written
    request therefor by the Company or by any Holder who has been a bona fide
    Holder of a Security for at least six months, or

         (2) the Trustee shall cease to be eligible under Section 6.9 and shall
    fail to resign after written request therefor by the Company or by any such
    Holder, or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
    bankrupt or insolvent or a receiver of the Trustee or of its property shall
    be appointed or any public officer shall take charge or control of the
    Trustee or of its property or affairs for the purpose of rehabilitation,
    conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the
<PAGE>
                                                                              70


Company or the Holders and accepted appointment in the manner hereinafter
provided, either the Trustee or any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.6. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee; such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder (subject to its lien, if any, provided for in
Section 6.7 hereof). Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13. Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).
<PAGE>
                                                                              71


                                  ARTICLE VII
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

         (a) semi-annually, not more than 15 days after each Regular Record
         Date, commencing April 15, 2004, a list, in such form as the Trustee
         may reasonably require, of the names and addresses of the Holders as of
         such Regular Record Date, and

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

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

SECTION 7.2. Preservation of Information; Communications to Holders.

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

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act and this Indenture.

SECTION 7.3. Reports by Trustee.

         (a) Within 60 days after April 15 in each year, and at such other times
as required by Section 313 of the Trust Indenture Act, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register and to such other holders as required by Section 313 of the
Trust Indenture Act, a brief report dated as of such April 15 (or such
appropriate other date specified in the Trust Indenture Act) in accordance with
and to the extent required under Section 313 of the Trust Indenture Act.

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the
<PAGE>
                                                                              72


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

SECTION 7.4. Reports by Company.

         The Company and any other obligor upon the Securities shall file with
the Trustee and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that, except as set forth in Section 10.23, any
such information, documents or reports required to be filed with Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Company may Consolidate, Etc. and Purchases of Assets Only on
Certain Terms.

         The Company (a) shall not consolidate with or merge into any other
Person or permit any other Person (other than a Subsidiary of the Company in a
transaction in which the Company survives) to consolidate with or merge into the
Company or any Subsidiary of the Company (in a transaction in which such
Subsidiary remains a Subsidiary of the Company); (b) shall not, directly or
indirectly, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety; (c) shall not,
and shall not permit any Subsidiary of the Company to, directly or indirectly,
acquire Capital Stock or other ownership interests of any other Person such that
such Person becomes a Subsidiary of the Company; and (d) shall not, and shall
not permit any Subsidiary of the Company to, directly or indirectly, purchase,
lease or otherwise acquire (i) all or substantially all of the property and
assets (unless such property and assets consist solely of Vessels and related
assets) of any Person (other than a Subsidiary of the Company) as an entirety or
(ii) any existing business (whether existing as a separate entity, subsidiary,
division, unit or otherwise) of any Person (other than a Subsidiary of the
Company); unless,

         (1) in a transaction in which the Company does not survive or in which
    the Company sells, leases or otherwise disposes of all or substantially all
    of its assets, the Person formed by any such consolidation or into which the
    Company is merged or to which all or substantially all of the properties and
    assets of the Company, substantially as an entirety shall be transferred
    (for purposes of this Article Eight, a "Successor Company") (if other than
    the Company) shall be a company or corporation duly organized and validly
    existing under the laws of the Kingdom of Sweden or the laws of the United
    States of America, any State thereof or the District of Columbia and shall,
    in either case, expressly assume, by a supplemental indenture executed and
    delivered to the Trustee in form satisfactory to the Trustee, all of the
    Company's obligations under the Securities and this Indenture and this
    Indenture shall remain in full force and effect;
<PAGE>
                                                                              73


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

         (3) immediately after giving effect to such transaction, the
    Consolidated Net Worth of the Company or the Successor Company shall be
    equal to or greater than the Consolidated Net Worth of the Company
    immediately prior to such transaction;

         (4) immediately after giving effect to such transaction, and treating
    any Debt Incurred by the Company or any Subsidiary as a result of such
    transaction as having been Incurred at the time of such transaction, the
    Company or the Successor Company could Incur at least $1.00 of additional
    Debt pursuant to the first paragraph under Section 10.8;

         (5) if, as a result of any such transaction, property and assets of the
    Company or any Subsidiary of the Company would become subject to a Lien
    which would not be permitted by Section 10.14, the Company or, if
    applicable, the Successor Company, as the case may be, shall take such steps
    as shall be necessary effectively to secure the Securities equally and
    ratably with (or prior to) Debt secured by such Lien;

         (6) the Successor Company formed by such transaction (if such Person is
    duly organized and validly existing under the laws of a jurisdiction other
    than the United States of America, any State thereof or the District of
    Columbia) agrees to indemnify the Holder of each Security against (a) any
    tax, assessment or governmental charge imposed on any such Holder or
    required to be withheld or deducted from any payment to such Holder as a
    consequence of such transaction and (b) any costs or expenses arising out of
    the consummation of such transaction; and

         (7) the Company has delivered to the Trustee an Officers' Certificate
    and an Opinion of Counsel, each stating that such consolidation, merger,
    conveyance, transfer, lease or acquisition and, if a supplemental indenture
    is required in connection with such transaction, such supplemental
    indenture, complies with this Article and that all conditions precedent
    herein provided for relating to such transaction have been complied with,
    and, with respect to such Officers' Certificate, setting forth the manner of
    determination of the Consolidated Net Worth before and after such
    transaction and the ability to Incur Debt in accordance with clause (4) of
    this Section 8.1, of the Company or, if applicable, of the Successor Company
    as required pursuant to the foregoing.

SECTION 8.2. Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety in accordance with Section 8.1, the Successor Company
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a
<PAGE>
                                                                              74


lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

         (1) to evidence the succession of another Person to the Company and the
    assumption by any such successor of the covenants of the Company herein and
    in the Securities; or

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

         (3) to secure the Securities pursuant to the requirements of Section
    10.14 or otherwise; or

         (4) to comply with any requirements of the Commission in order to
    effect and maintain the qualification of this Indenture under the Trust
    Indenture Act; or

         (5) to cure any ambiguity, to correct or supplement any provision
    herein which may be defective or inconsistent with any other provision
    herein, or to make any other provisions with respect to matters or questions
    arising under this Indenture which shall not be inconsistent with the
    provisions of this Indenture, provided such other provisions pursuant to
    this clause (5) shall not adversely affect the interests of the Holders in
    any material respect; or

         (6) to evidence the succession of a Trustee.

SECTION 9.2. Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture; provided
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

         (1) change the Stated Maturity of the principal of, or any installment
    of interest on, any Security, or reduce the principal amount thereof or the
    rate of interest thereon or any premium payable upon the redemption thereof,
    or change the place of payment
<PAGE>
                                                                              75


    where, or the coin or currency in which, any Security or any premium or the
    interest thereon is payable, or impair the right to institute suit for the
    enforcement of any such payment on or after the Stated Maturity thereof (or,
    in the case of redemption, on or after the Redemption Date or, in the case
    of an Offer to Purchase which has been made, on or after the applicable
    Purchase Date), or

         (2) reduce the percentage in principal amount of the Outstanding
    Securities, the consent of whose Holders is required for any such
    supplemental indenture, or the consent of whose Holders is required for any
    waiver (of compliance with certain provisions of this Indenture or certain
    Defaults hereunder and their consequences) provided for in this Indenture,
    or

         (3) modify any of the provisions of this Section, Section 5.13 or
    Section 10.25, except to increase any such percentage or to provide that
    certain other provisions of this Indenture cannot be modified or waived
    without the consent of the Holder of each Outstanding Security affected
    thereby, or

         (4) following the mailing of an Offer with respect to an Offer to
    Purchase pursuant to Sections 10.19 or 10.21, modify the provisions of this
    Indenture with respect to such Offer to Purchase in a manner adverse to such
    Holder.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 9.3. Execution of Supplemental Indentures.

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

SECTION 9.4. Effect of Supplemental Indentures.

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

SECTION 9.5. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.
<PAGE>
                                                                              76


SECTION 9.6. Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X
                                    COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest.

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

    (b) The Company hereby further agrees, subject to the limitations and
    exceptions set forth below, that if any deduction or withholding for any
    present or future taxes, assessments or other governmental charges of the
    jurisdiction (or any political subdivision or taxing authority thereof or
    therein) in which the Company is organized or otherwise considered to be a
    resident for tax purposes, or any jurisdiction from or through which payment
    on the securities is made (the "Relevant Taxing Jurisdiction"), shall at any
    time be required by such jurisdiction (or any such political subdivision or
    taxing authority) in respect of any amounts to be paid by the Company under
    the Securities, the Company will pay to each Holder of a Security as
    additional interest, such additional amounts ("Additional Amounts") as may
    be necessary in order that the net amounts paid to such Holder of such
    Security who, with respect to any such tax, assessment or other governmental
    charge, is not resident in, or a citizen of, such jurisdiction, after such
    deduction or withholding, shall be not less than the amount specified in
    such Security to which such Holder is entitled; provided, however, the
    Company shall not be required to make any payment of Additional Amounts for
    or on account of:

         (i) any tax, assessment or other governmental charge which would not
    have been imposed but for (A) the existence of any present or former
    connection between such Holder (or between a fiduciary, settlor,
    beneficiary, member or shareholder of, or possessor of a power over, such
    Holder, if such Holder is an estate, trust, partnership, limited liability
    company or corporation) and the Relevant Taxing Jurisdiction including,
    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, other
    than by mere ownership or holding of such a security or enforcement of
    rights thereunder or the receipt of payments thereof, or (B) the
    presentation of a Security (where presentation is required) for payment on a
    date more
<PAGE>
                                                                              77


    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;

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

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

         (iv) any tax, assessment or other governmental charge that is imposed
    or withheld by reason of the failure to comply by the Holder or the
    beneficial owner of the Security with a request of the Company addressed to
    the Holder (A) to provide information, documents or other evidence
    concerning the nationality, residence or identity of the Holder or such
    beneficial owner or (B) to make and deliver any declaration or other similar
    claim (other than a claim for refund of a tax, assessment or other
    governmental charge withheld by the Company) or satisfy any information or
    reporting requirements, which, in the case of (A) or (B), is required or
    imposed by a statute, treaty, regulation or administrative practice of the
    Relevant Taxing Jurisdiction as a precondition to exemption from all or part
    of such tax, assessment or other governmental charge , provided at least 30
    days prior to the first payment date with respect to which such declaration
    is required under the applicable law, the relevant holder at that time has
    been notified by the Company or any other person through which payment may
    be made that a declaration of non-residence or other claim or filing for
    exemption or reduction is required to be made; or

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

nor shall 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 payment would be required by
the Relevant Taxing Jurisdiction to be included in the income for tax purposes
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership, limited liability company or beneficial owner who would not have
been entitled to such Additional Amounts had it been the Holder of such
Security.

         If Additional Amounts are payable on the Securities as required by the
foregoing provisions, then at least ten days prior to the first Interest Payment
Date (or other date on which such Additional Amounts may become payable
hereunder), and at least ten days prior to each date of payment of principal and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or Paying Agents (if other
than the Trustee) an Officers' Certificate specifying by country the amount
required to be withheld on such payments to such Holders of Securities and the
Company will pay to the Trustee or such Paying Agent or Paying Agents the
Additional Amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or reasonable expense incurred without negligence or bad faith
on their
<PAGE>
                                                                              78


part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers' Certificate furnished pursuant to this
Section.

         Additional Amounts may also be payable in the event of certain
consolidations, amalgamations, mergers or sales of assets. See SECTION 11.1.
Right of Redemption; Optional Tax Redemption.

SECTION 10.2. Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment, where 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 hereby initially
appoints the Trustee, its offices or agency for each of said purposes. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, 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 such designations; provided that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, 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 of any change in the
location of any such other office or agency.

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

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (and premium, if any) or interest
on any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.
<PAGE>
                                                                              79


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

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company mail to all registered Holders or cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such mailing or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.4. Existence.

         Subject to Article Eight and Section 10.19, the Company will do or
cause to be done all things necessary within its power to preserve and keep in
full force and effect its existence, rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided that the Company shall
not be required to preserve any such existence (except of the Company) right or
franchise if the Board of Directors of the Company in good faith shall
<PAGE>
                                                                              80


determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Holders.

SECTION 10.5. Maintenance of Properties.

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

SECTION 10.6. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any of
its Subsidiaries, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company or
any of its Subsidiaries; provided 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.

SECTION 10.7. Maintenance of Insurance.

         For so long as any Vessel or other property is, in the reasonable
judgment of the Company or the Subsidiary owning such Vessel or other property,
deemed to be useful to the conduct of the business of the Company or such
Subsidiary, the Company will, or will cause such Subsidiary to, maintain
appropriate insurance, in accordance with customary industry practice, on such
Vessels or properties.

SECTION 10.8. Limitation on Consolidated Debt.

                  The Company shall not Incur any Debt unless: (a) immediately
after giving effect to the Incurrence of such Debt and the receipt and
application of the proceeds thereof, the Consolidated Interest Coverage Ratio
for the four full fiscal quarters for which quarterly or annual financial
statements are available next preceding the Incurrence of such Debt, calculated
on a pro forma basis as if such Debt had been Incurred (and the receipt and
application thereof had been made) at the beginning of such four full fiscal
quarters, would be greater than 2 to 1; and (b) no Default or Event of Default
shall have occurred and be continuing at the time of, or after giving effect to,
the Incurrence of such Debt.

         Notwithstanding the foregoing limitation, the Company may Incur the
following Debt:

         (i) Debt pursuant to the Securities;
<PAGE>
                                                                              81

         (ii) Debt to finance the replacement of a Vessel owned or leased under
    a Capitalized Lease Obligation by the Company or any Subsidiary of the
    Company secured by a Lien of the type described under clause (iv) of the
    definition of "Permitted Liens" upon a total loss, destruction,
    condemnation, confiscation, requisition, seizure, forfeiture or other taking
    of title to or use of such Vessel (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 payment of compensation or similar payments to such Person)
    (collectively, a "Total Loss") in an aggregate amount up to the Ready for
    Sea Cost for such replacement Vessel less all compensation, damages and
    other payments (including insurance proceeds other than in respect of
    business interruption insurance, protection and indemnity insurance or other
    third-party liability insurance) received from any Person in connection with
    the Total Loss in excess of amounts actually used to repay Debt secured by
    the Vessel subject to the Total Loss; provided that if the Debt Incurred by
    the Company in financing the Vessel subject to the Total Loss is
    subordinated to the Securities, the Debt Incurred to finance the replacement
    Vessel shall be subordinated to the same degree;

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

         (iv) Debt to renew, extend, refinance, replace or refund (herein,
    "refinance") any Debt permitted to be Incurred under the first paragraph
    hereof (including, without limitation, Debt in respect of binding
    commitments for Post-Delivery Financing permitted under such paragraph), any
    Existing Debt or any Debt permitted to be Incurred under clauses (i), (ii),
    (iv) and (vi) hereof; provided that the amount of such Debt does not exceed
    (a) except as provided in subclause (b) below, the principal amount of Debt
    to be so refinanced (which amount shall be deemed to include the amount of
    any undrawn or available amounts under any committed credit or lease
    facility being so refinanced) or (b) in the case of the refinancing of the
    Post-Delivery Financing of a Vessel within 270 days after the acquisition or
    delivery of such Vessel pursuant to a Capitalized Lease Obligation, 100% of
    the Ready for Sea Cost of such Vessel, plus in either case the amount of any
    premium required to be paid in connection with such refinancing pursuant to
    the terms of the Debt refinanced or the amount of any premium reasonably
    determined by the Company as necessary to accomplish such refinancing by
    means of a tender offer or privately negotiated repurchase, plus the
    expenses of the Company or any of its Subsidiaries Incurred in connection
    with such refinancing; and provided further, that the Incurrence of Debt the
    proceeds of which are used to refinance Debt shall only be permitted if (x)
    in the case of any refinancing of Debt which is subordinated to the
    Securities, the refinancing Debt constitutes Subordinated Debt and (y) the
    refinancing Debt by its terms, or by the terms of any agreement or
    instrument pursuant to which such Debt is issued, has an Average Life and
    Stated Maturity which is equal to or greater than that of the Debt to be
    refinanced at the time of the Incurrence of such refinancing Debt;

         (v) Debt owed by the Company to any Subsidiary of the Company; provided
    that upon either (x) the transfer or other disposition by any such
    Subsidiary of any Debt so permitted to a Person other than the Company or a
    Subsidiary of the Company or (y) the

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                                                                              82


    issuance, sale, transfer or other disposition (other than a pledge of the
    shares of such Subsidiary permitted under Section 10.14) of shares of
    Capital Stock (including by consolidation or merger) of such Subsidiary to a
    Person other than the Company or a Subsidiary of the Company which, after
    giving effect thereto, results in such Subsidiary ceasing to be a Subsidiary
    of the Company, the provisions of this clause (v) shall no longer be
    applicable to such Debt and such Debt shall be deemed to have been Incurred
    at the time of such transfer or other disposition;

         (vi) Debt Incurred under the Revolving Credit Facilities; and

         (vii) Debt of the Company not otherwise permitted to be Incurred
    pursuant to clauses (i) through (vi) above, which, together with any other
    outstanding Debt Incurred pursuant to this clause (vii) and clause (viii) of
    Section 10.9 (and any outstanding Preferred Stock issued by Subsidiaries of
    the Company pursuant to clause (iv) of Section 10.10) has an aggregate
    principal amount (and/or liquidation preference) not in excess of $50
    million at any time outstanding.

SECTION 10.9. Limitation on Debt of Subsidiaries.

         The Company shall not permit any Subsidiary of the Company to Incur any
Debt except:

         (i) Debt of such Subsidiary permitted to be Incurred by the provisions
    (as if such provisions referred to Subsidiaries of the Company) of this
    Indenture described in clause (ii) or (iii) of the second paragraph of
    Section 10.8;

         (ii) Debt owed to the Company or a Subsidiary of the Company; provided
    that upon either (x) the transfer or other disposition by the Company or
    such Subsidiary of any Debt so permitted to a Person other than the Company
    or a Subsidiary of the Company or (y) the issuance, sale, transfer or other
    disposition (other than a pledge of the shares of such Subsidiary permitted
    under Section 10.14) of shares of Capital Stock (including by consolidation
    or merger) of such Subsidiary to a Person other than the Company or another
    such Subsidiary which, after giving effect thereto, results in such
    Subsidiary ceasing to be a Subsidiary of the Company, the provisions of this
    clause (ii) shall no longer be applicable to such Debt and such Debt shall
    be deemed to have been Incurred at the time of such transfer or other
    disposition;

         (iii) Subject to the satisfaction of the incurrence test set forth in
    the first paragraph of Section 10.8, Debt Incurred by a Person prior to the
    time (a) such Person became a Subsidiary of the Company, (b) such Person
    merges with or into or consolidates with a Subsidiary of the Company or (c)
    another Subsidiary of the Company merges with or into or consolidates with
    such Person (in a transaction in which such Person becomes a Subsidiary of
    the Company), which Debt was not Incurred or issued in anticipation of such
    transaction and was outstanding prior to such transaction;

         (iv) Subject to the satisfaction of the incurrence test set forth in
    the first paragraph of Section 10.8, Debt of a Subsidiary of the Company
    secured by a Lien of the type described under clause (iv) of the definition
    of "Permitted Liens";
<PAGE>
                                                                              83


         (v) Debt to refinance Existing Debt of any Subsidiary of the Company
    and Debt to refinance any Debt permitted to be Incurred pursuant to clauses
    (i) (but only to the extent such clause (i) incorporates clause (ii) of the
    second paragraph of Section 10.8), (iii), (iv), (v) and (vi) hereof;
    provided that the amount of such Debt does not exceed (a) except as provided
    in subclause (b) below, the principal amount of Debt to be so refinanced
    (which amount shall be deemed to include the amount of any undrawn or
    available amounts under any committed credit or lease facility to be so
    refinanced) or (b) in the case of the refinancing of the Post-Delivery
    Financing of a Vessel within 270 days after the acquisition or delivery of
    such Vessel pursuant to a Capitalized Lease Obligation, 100% of the Ready
    for Sea Cost of such Vessel, plus in either case the amount of any premium
    required to be paid in connection with such refinancing pursuant to the
    terms of the Debt refinanced or the amount of any premium reasonably
    determined by the Company as necessary to accomplish such refinancing by
    means of a tender offer or privately negotiated repurchase, plus the
    expenses of the Company or any of its Subsidiaries Incurred in connection
    with such refinancing and provided that (x) such refinancing Debt shall not
    be used to refinance outstanding Debt or Preferred Stock of the Company and
    (y) such refinancing Debt by its terms, or by the terms of any agreement or
    instrument pursuant to which such Debt is issued, has an Average Life and
    Stated Maturity which is equal to or greater than that of Debt to be
    refinanced at the time of the Incurrence of such refinancing Debt;

         (vi) Debt Incurred under the Revolving Credit Facilities, including,
    without limitation Debt Incurred pursuant to guarantees made by Subsidiaries
    of the Company in respect of the Revolving Credit Facilities;

         (vii) Debt of any Guarantor pursuant to a Guarantee; and

         (viii) Debt of Subsidiaries of the Company not otherwise permitted to
    be Incurred pursuant to clauses (i) through (vii) above, which, together
    with (a) any other outstanding Debt Incurred pursuant to this clause (viii),
    (b) any outstanding Preferred Stock issued by Subsidiaries of the Company
    pursuant to clause (iv) of Section 10.10 and (c) any Debt of the Company
    Incurred pursuant to clause (vii) of the second paragraph of Section 10.8,
    has an aggregate principal amount (and/or liquidation preference) not in
    excess of $50 million at any time outstanding.

SECTION 10.10. Limitation on Preferred Stock of Subsidiaries.

         The Company will not permit any of its Subsidiaries to issue, directly
or indirectly, any Preferred Stock, except:

         (i) Preferred Stock of a Subsidiary of the Company issued to and held
    by the Company or any of its Wholly Owned Subsidiaries, provided that any
    subsequent issuance or transfer of any Capital Stock which results in such
    Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary of the
    Company or any transfer of such Preferred Stock by any such Wholly Owned
    Subsidiary will, in each case, be deemed an issuance of Preferred Stock;
<PAGE>
                                                                              84


         (ii) Preferred Stock issued by a Person prior to the time (a) such
    Person becomes a Subsidiary of the Company, (b) such Person merges with or
    into or consolidates with a Subsidiary of the Company or (c) another
    Subsidiary of the Company merges with or into or consolidates with such
    Person (in a transaction in which such Person becomes a Subsidiary of the
    Company), which Preferred Stock was not issued in anticipation of such
    transaction;

         (iii) Preferred Stock (other than Disqualified Stock) which is
    exchanged for Preferred Stock permitted to be outstanding pursuant to
    clauses (i) and (ii) above or which is used to refinance Debt (or any
    refinancing thereof), having a liquidation preference not to exceed the
    liquidation preference of the Preferred Stock in the principal amount of the
    Debt so refinanced; and

         (iv) Preferred Stock issued by Subsidiaries of the Company not
    otherwise permitted to be issued pursuant to clauses (i) through (iii)
    above, which, together with (a) any other Preferred Stock outstanding
    pursuant to this clause (iv), (b) any Debt of Subsidiaries of the Company
    Incurred pursuant to clause (viii) of Section 10.9 and (c) any Debt of the
    Company Incurred pursuant to clause (vii) of the second paragraph of Section
    10.8, has an aggregate liquidation preference and/or principal amount not in
    excess of $50 million at any time outstanding.
<PAGE>
                                                                              85


SECTION 10.11. Limitation on Restricted Payments.

         The Company shall not, and shall not permit any Subsidiary of the
Company to, directly or indirectly, (i) declare or pay any dividend, or make any
distribution of any kind or character (whether in cash, property or securities),
in respect of any class of the Company's Capital Stock to the holders thereof,
excluding any dividends or distributions payable solely in shares of the Capital
Stock of the Company or in options, warrants or other rights to acquire the
Capital Stock of the Company, (ii) purchase, redeem, defease or otherwise
acquire or retire for value (a) any Capital Stock of the Company or any Related
Person of the Company or (b) any options, warrants or rights to purchase or
acquire shares of Capital Stock of the Company or any Related Person of the
Company or any securities convertible or exchangeable into shares of Capital
Stock of the Company or any Related Person of the Company, in either case other
than acquisitions of Capital Stock or options, warrants or rights to acquire
such Capital Stock pursuant to clause (iii) of the definition of "Permitted
Investments," (iii) make any Investment in any Affiliate or Related Person of
the Company, other than the Company or a Subsidiary of the Company and other
than a Person which becomes a Subsidiary of the Company as a result of such
Investment, provided that this clause (iii) shall not prohibit the making of an
Investment otherwise permitted under Section 10.15, (iv) redeem, defease,
repurchase, retire or otherwise acquire or retire for value prior to any
scheduled maturity, repayment or sinking fund payment, Debt of the Company which
is subordinate in right of payment to the Securities, except to the extent that
payment for such Debt is made from the proceeds of a simultaneous refinancing of
such Debt otherwise permitted under this Indenture, or (v) declare or pay any
dividend or make any distribution of any kind or character (whether in cash,
property or securities) on any Capital Stock of any Subsidiary of the Company
(except where the Company or any Subsidiary of the Company receives a ratable
portion of such dividend or distribution) to any Person (other than the Company
or any Subsidiary of the Company) or purchase, redeem or otherwise acquire or
retire for value any Capital Stock of any Subsidiary of the Company held by any
Person (other than the Company or any Subsidiary of the Company) (each of
clauses (i) through (v) being a "Restricted Payment") if at the time thereof:

         (1) a Default or Event of Default shall have occurred and is
    continuing, or

         (2) upon giving effect to such Restricted Payment, the Company could
    not Incur at least $1 of additional Debt pursuant to the first paragraph of
    Section 10.8, or

         (3) upon giving effect to such Restricted Payment, the aggregate of all
    Restricted Payments, together with (A) payments on guarantees of obligations
    of Affiliates or Related Persons (other than the Company or a Subsidiary of
    the Company) of the Company in effect on the date of this Indenture, but
    only to the extent such payments have not been reimbursed in accordance with
    the terms of the relevant guarantee or other agreement, and (B) outstanding
    Investments made pursuant to clause (ii) of the definition of "Permitted
    Investments," in either case made after the date of this Indenture, exceeds
    the greater of (i) the sum of (x) 50% of cumulative Consolidated Net Income
    of the Company (or, if cumulative Consolidated Net Income of the Company
    shall be negative, less 100% of such deficit) since the end of the most
    recent fiscal quarter of the Company ended on or prior to the date of this
    Indenture through the last day of the period for which quarterly or annual
    financial statements of the Company are available, plus (y) 100% of
<PAGE>
                                                                              86


    the aggregate net proceeds received after the date of this Indenture,
    including the fair value of property other than cash, from the issuance of
    Capital Stock (other than Disqualified Stock) of the Company and warrants,
    rights or options on Capital Stock (other than Disqualified Stock) of the
    Company and the principal amount of Debt that has been converted into
    Capital Stock (other than Disqualified Stock) of the Company after the date
    of this Indenture, plus (z) $120 million, and (ii) $120 million.

         The foregoing provisions will not prohibit the payment of any dividend
on Capital Stock of any class within 60 days after the declaration thereof if,
on the date when the dividend was declared, such dividend could have been paid
in accordance with the provisions of the foregoing covenant.

         Under Swedish law, any shareholder of a Swedish corporation owning 10%
or more of the outstanding shares of such corporation has the right to demand
the payment of dividends from the profits of the corporation in accordance with
the Swedish Companies Act. While this Indenture cannot prevent the payment of a
dividend by the Company under such circumstances, the declaration or payment by
the Company of dividends in excess of the amount then permitted under this
Section 10.11 would constitute a Default under this Indenture.

SECTION 10.12. Limitation on Restrictions Concerning Distributions and Transfers
By Subsidiaries, etc.

         The Company shall not, and shall not permit any Subsidiary of the
Company to, suffer to exist any consensual encumbrance or restriction on the
ability of any Subsidiary of the Company: (i) to pay, directly or indirectly,
dividends or make any other distributions in respect of its Capital Stock or pay
any Debt or other obligation owed to the Company or any Subsidiary of the
Company; (ii) to make loans or advances to the Company or any Subsidiary of the
Company; or (iii) to transfer any of its property or assets to the Company or
any Subsidiary of the Company. Notwithstanding the foregoing, the Company may,
and may permit any Subsidiary of the Company to, suffer to exist any such
encumbrance or restriction on the ability of any Subsidiary of the Company with
respect to clause (i), (ii) and (iii) above if and to the extent such
encumbrance or restriction is:

         (a) pursuant to this Indenture and the 9?% Notes Indenture, or

         (b) pursuant to an agreement relating to any Debt Incurred by such
    Subsidiary of the Company prior to the date on which such Subsidiary was
    acquired by the Company and outstanding on such date and not Incurred in
    anticipation of becoming a Subsidiary of the Company, or

         (c) pursuant to an agreement which has been entered into for the sale
    or disposition of all or substantially all of the Capital Stock or assets of
    such Subsidiary (or for the sale of any asset or assets of such Subsidiary
    not constituting all or substantially all of its assets if such restrictions
    relate only to the asset or assets being sold), provided that any such
    encumbrances or restrictions contained in such agreement lapse not later
    than one year (or, with respect to the sale of an asset or assets not
    constituting all or
<PAGE>
                                                                              87


    substantially all of the assets of such Subsidiary, 180 days) after the date
    of such agreement, or

         (d) pursuant to an agreement effecting a refinancing of Debt Incurred
    pursuant to an agreement referred to in subclause (a) or (b) above, provided
    that the provisions contained in such refinancing agreement relating to such
    encumbrance or restriction apply only to the Subsidiary or Subsidiaries of
    the Company party to, and, in the reasonable judgment of the Board of
    Directors of the Company or such Subsidiary, are no more restrictive to the
    Company or such Subsidiary in any material respect than the provisions
    contained in, the agreement the subject thereof, or

         (e) in the case of clause (iii) above, an encumbrance or restriction
    that restricts in a customary manner the subletting, assignment or transfer
    of any property or asset that is subject to a mortgage, security interest,
    lease, license or similar contract (or the assignment or transfer of such
    mortgage, security interest, lease, license or similar contract).

SECTION 10.13. Limitation on Guarantees by Subsidiaries.

         The Company will not permit any Subsidiary of the Company, directly or
indirectly, to assume, guarantee or in any other manner become liable with
respect to any Debt of the Company unless (a) such Subsidiary simultaneously
executes and delivers a supplemental indenture evidencing its guarantee of
payment of the Securities, on a ranking in right of payment at least equal to
such assumption, guarantee or liability (unless such other Debt of the Company
being guaranteed is Subordinated Debt, in which case on a ranking in right of
payment prior to such assumption, guarantee or liability) and (b) for so long as
any of the Securities remain outstanding, such Subsidiary agrees to waive, and
to not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Subsidiary of the Company as a result of any payment by
such Subsidiary under its guarantee.

         Each guarantee of the Securities created pursuant to the provisions
described in clause (a) of the foregoing paragraph is referred to as a
"Guarantee" and the issuer of each such Guarantee is referred to as a
"Guarantor." Notwithstanding the foregoing, any Guarantee by a Subsidiary of the
Company of the Securities shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon any sale,
exchange or transfer, to any Person not an Affiliate of the Company, of all of
the Capital Stock owned by the Company (directly or indirectly) in, or all or
substantially all the assets of, such Subsidiary, which is in compliance with
the provisions of this Indenture.

SECTION 10.14. Limitation on Liens.

         (a) The Company shall not, and shall not permit any Subsidiary of the
Company to, create or incur any Lien on or with respect to any property or
assets of the Company or any such Subsidiary now owned or hereafter acquired to
secure Debt of any Person without making, or causing such Subsidiary to make,
effective provision for securing the Securities equally and ratably with such
Debt or, in the event such Debt is subordinate in right of payment to the
<PAGE>
                                                                              88


Securities, prior to such Debt, as to such property or assets for so long as
such Debt shall be so secured. The foregoing restrictions shall not apply to
Permitted Liens.

         (b) In addition to the foregoing, the Company and its Subsidiaries may
incur Liens to secure any Debt without securing the Securities equally and
ratably with or prior to such Debt, as applicable, if the outstanding amount of
Debt secured by Liens created after the date of this Indenture and otherwise
prohibited by this Indenture does not at the time of such incurrence exceed (x)
5% of Consolidated Tangible Assets minus (y) the lesser of (1) the Fair Market
Value of the Related Collateral and/or other property granted as additional
security pursuant to clause (xiv) of the definition of "Permitted Liens" and
subject to Liens at such time and (2) the maximum amount of Debt secured at such
time or thereafter by such additional collateral set forth in a written security
or other agreement at such time or thereafter with respect to such additional
collateral.

SECTION 10.15. Limitation on Investments.

         The Company shall not, and shall not permit any of its Subsidiaries to,
make any Investment in any Person (other than the Company, any Subsidiary of the
Company or any Person which, after giving effect to such Investment, would
become a Subsidiary of the Company) except Permitted Investments.

SECTION 10.16. Limitation on Business Activities.

         The Company shall not, and shall not permit any of its Subsidiaries to,
engage in any type of business other than the business the Company and its
Subsidiaries are engaged in on the date of this Indenture, other business
activities within the shipping, offshore oilfield services and real estate
investment and management industries, and (as determined in good faith by the
Board of Directors of the Company) other business activities complementary,
incidental or reasonably related thereto.

SECTION 10.17. Limitation on Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any Subsidiary of the
Company to, enter into any Sale and Leaseback Transaction unless either: (i) in
the case of a Sale and Leaseback Transaction effected pursuant to a Capitalized
Lease Obligation (or any similar obligation which is classified and accounted
for as a liability on the consolidated balance sheet of the Company), (x) the
Incurrence of Debt pursuant to such transaction would be permitted by the
provisions of Section 10.8 or 10.9 and (y) the Company or such Subsidiary would
be entitled to incur a Lien to secure such Debt in accordance with the
provisions of Section 10.14 without securing the Securities; or (ii) the gross
proceeds of such Sale and Leaseback Transaction are at least equal to the fair
value (as determined in good faith by the Board of Directors of the Company or
such Subsidiary) of the property and the Company or any Subsidiary of the
Company applies or commits to apply within 180 days (or, with respect to
subclause (b) below, within one year) after such Sale and Leaseback Transaction
an amount equal to the Net Available Proceeds of the property sold pursuant to
the Sale and Leaseback Transaction to either (a) the repayment of outstanding
Debt of (1) the Company that ranks senior to or pari passu with the Securities
or (2) any Subsidiary of the Company that does not constitute Subordinated Debt,
<PAGE>
                                                                              89


in each case to the extent required by the terms thereof or, in lieu thereof,
either to the redemption of the Securities pursuant to Article Eleven (if the
Securities are then redeemable) or to the repayment of other Debt (other than
Subordinated Debt) of the Company and its Subsidiaries or (b) to an investment
(which shall be deemed to include entering into a legally binding agreement,
subject to customary conditions, to invest) in assets, other than Cash Assets,
that will be used in the business of the Company and its Subsidiaries subject to
the limitations of Section 10.16, provided, that the Company or any Subsidiary
of the Company may deem that the amount of any prior investment (including,
without limitation, any payments made in respect of Vessel Construction
Contracts) made in connection with the delivery or acquisition of any Vessel,
equal to the difference between the Ready for Sea Cost of such Vessel and the
aggregate Debt Incurred to finance the purchase of such Vessel (or related
assets) occurring within one year prior to such Sale and Leaseback Transaction,
shall be considered an investment made with the Net Available Proceeds of such
Sale and Leaseback Transaction. If any legally binding agreement to invest any
Net Available Proceeds is terminated, then the Company, or any Subsidiary of the
Company, may invest such Net Available Proceeds, prior to the end of the
one-year period after such Sale and Leaseback Transaction or six months from
such termination, whichever is later, in the business of the Company and
Subsidiaries of the Company as provided above.

SECTION 10.18. Limitation on Transactions with Affiliates and Related Persons.

         The Company shall not, and shall not permit any Subsidiary of the
Company to, enter into any transaction (other than transactions contemplated by
the Allocation Agreement) not in the ordinary course of business with an
Affiliate or Related Person of the Company (other than the Company or a
Subsidiary of the Company), including, without limitation, the purchase, sale,
lease or exchange of property, the rendering of any service, or the making of
any loan, advance or Investment, either directly or indirectly, involving
aggregate consideration in excess of $2.5 million in respect of any single
transaction or series of related transactions unless:

         (i) such transaction is, in the reasonable opinion of the Board of
    Directors of the Company or such Subsidiary, on terms no less favorable to
    the Company or such Subsidiary than those that could be obtained in a
    comparable arm's-length transaction with an entity that is not an Affiliate
    or a Related Person; and

         (ii) in the event that the aggregate consideration is in excess of $10
    million, either (x) an investment banking firm of national reputation in the
    United States shall have delivered its letter to the Board of Directors of
    the Company or such Subsidiary confirming the matters described in clause
    (i) above or (y) in the case of the purchase or sale of a Vessel, three
    Independent Appraisers shall have submitted determinations of the Appraised
    Value of such Vessel as of the date of such appraisal to the Company or such
    Subsidiary, and the value received (in the case of a sale) or paid (in the
    case of a purchase) by the Company or such Subsidiary shall not be
    materially lower (in the case of sale) or materially higher (in the case of
    a purchase) than the average of the Appraised Values assigned to such Vessel
    by such Independent Appraisers, provided that this clause (ii) shall not
    apply to Vessel charter arrangements between the Company or any of its
    Subsidiaries and their Affiliates and Related Persons if such arrangements
    are no less favorable to the Company or such Subsidiary than those that
    could be obtained in a
<PAGE>
                                                                              90


    comparable arm's-length transaction with an entity that is not an Affiliate
    or Related Person, in each case as determined in good faith by the Board of
    Directors of the Company or such Subsidiary; and provided further that the
    foregoing covenant shall not prohibit any transactions contemplated by the
    Allocation Agreement.

SECTION 10.19. Limitation on Certain Asset Dispositions.

         (a) The Company shall not, and shall not permit any Subsidiary of the
Company to, make any Asset Disposition in one or more related transactions by
the Company or a Subsidiary of the Company unless:

         (i) the Company or the Subsidiary of the Company, as the case may be,
    receives consideration for such disposition at least equal to the Fair
    Market Value for the shares or assets sold or disposed of as determined by
    the Board of Directors of the Company or such Subsidiary in good faith;

         (ii) at least 85% of the consideration for such disposition consists of
    one or more of the following: (w) cash or Cash Equivalents, provided that
    any promissory note (or other evidence of indebtedness) received by the
    Company or such Subsidiary that is immediately converted into cash or Cash
    Equivalents shall be deemed to be cash for purposes of this provision to the
    extent of the cash or Cash Equivalents actually received upon such
    conversion; (x) in the case of an Asset Disposition relating to a Vessel or
    Vessels, a promissory note (or other evidence of indebtedness) issued by the
    purchaser of the asset sold or disposed of and secured by a first perfected
    security interest in such asset (provided such security interest remains in
    full force and perfected, or is replaced by a bank guarantee, letter of
    credit or cash collateral, until all obligations arising under such
    promissory note (or other evidence of indebtedness) are paid in full), a
    bank guarantee, a letter of credit or cash collateral; (y) the assumption of
    Debt (which, for purposes of the calculation of the consideration received
    pursuant to the Asset Disposition, shall be valued at the principal amount
    so assumed) of the Company or such Subsidiary or other obligations relating
    to such assets and release from all liability on such Debt or other
    obligations assumed; and (z) in the case of an Asset Disposition relating to
    a Vessel or Vessels, notes received in consideration for such disposition,
    provided, that at no time shall there be, in the aggregate, more than $15
    million of notes received under this clause (z) outstanding (exclusive of
    notes complying with the requirements of clauses (w) or (x) above); and

         (iii) no Default or Event of Default shall have occurred and be
    continuing at the time of, or after giving effect to, such Asset
    Disposition.

         (b) The Net Available Proceeds of any Asset Disposition shall be
applied by the Company or any Subsidiary of the Company within 360 days after
such Asset Disposition (i) first, to repay permanently any outstanding Debt of
(A) the Company that ranks senior to or pari passu with the Securities or (B)
any Subsidiary of the Company that does not constitute Subordinated Debt, in
each case as required by the terms thereof, and (ii) second, to the extent of
any then remaining Net Available Proceeds and to the extent the Company or such
Subsidiary so elects, (1) to the prepayment of Debt of (x) the Company that
ranks senior to or pari passu with
<PAGE>
                                                                              91


the Securities or (y) any Subsidiary of the Company that does not constitute
Subordinated Debt and/or (2) to an investment (which shall be deemed to include
entering into a legally binding agreement, subject to customary conditions, to
invest) in assets, other than Cash Assets, that will be used in the business of
the Company and its Subsidiaries subject to the limitations of Section 10.16,
provided, that the Company or any Subsidiary of the Company may deem that the
amount of any prior investment (including, without limitation, any payments made
in respect of Vessel Construction Contracts) made in connection with the
delivery or acquisition of any Vessel, equal to the difference between the Ready
for Sea Cost of such Vessel and the aggregate Debt Incurred to finance the
purchase of such Vessel (or related assets) occurring within one year prior to
such Asset Disposition, shall be considered an investment made with the Net
Available Proceeds of such Asset Disposition. If any legally binding agreement
to invest any Net Available Proceeds is terminated, then the Company, or any
Subsidiary of the Company, may invest such Net Available Proceeds, prior to the
end of the one-year period after such Asset Disposition or six months from such
termination, whichever is later, in the business of the Company and Subsidiaries
of the Company as provided above. The amount of such Net Available Proceeds
neither used to repay or prepay Debt nor used or invested (or deemed used or
invested) as set forth in the preceding sentences constitutes "Excess Proceeds."

         (c) If at any time the aggregate amount of Excess Proceeds not
previously applied pursuant to this paragraph equals $30 million or more (after
giving effect to the consummation of offers to purchase under the 9?% Notes
Indenture), the Company shall apply Excess Proceeds (i) first, to make an Offer
to Purchase Outstanding Notes at 100% of their principal amount plus accrued
interest to the date of purchase with such Excess Proceeds, (ii) second, to the
extent of any remaining Excess Proceeds following the completion of the Offer to
Purchase, to the repayment of other Debt (other than Subordinated Debt) of the
Company and its Subsidiaries to the extent permitted by the agreements governing
such Debt and (iii) third, to the extent of any then remaining Excess Proceeds,
for general corporate purposes of the Company and its Subsidiaries.

         (d) The Company will mail the offer to purchase the 9?% Notes in
accordance with the provisions of the 9?% Notes Indenture, and will mail the
Offer for an Offer to Purchase required pursuant to clause (i)(B) of Section
10.19(c) within the period during which the Company is required to invest the
Net Available Proceeds in assets that will be used by the Company and its
Subsidiaries in their business pursuant to Section 10.19(b). The Company will
mail the Offer to Purchase required pursuant to the clause (ii) of Section
10.19(c) within 30 days following the completion of the offer to purchase
described in clause (i)(A) of Section 10.19(c). The aggregate principal amount
of the Securities to be offered to be purchased pursuant to the Offer to
Purchase shall equal the Excess Proceeds available therefor pursuant to clause
(i)(B) or (ii), as the case may be, of Section 10.19(c) (rounded down to the
next lowest integral multiple of $1,000). Each Holder shall be entitled to
tender all or any portion of the Securities owned by such Holder pursuant to the
Offer to Purchase, subject to the requirement that any portion of a Security
tendered must be tendered in an integral multiple of $1,000 principal amount.

         The Company shall not be entitled to any credit against its obligations
under this Section 10.19 for the principal amount of any Securities acquired by
the Company otherwise than pursuant to the Offer to Purchase pursuant to this
Section 10.19.
<PAGE>
                                                                              92


         (e) Not later than the date of the Offer with respect to an Offer to
Purchase pursuant to this Section 10.19, the Company shall deliver to the
Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the
allocation of the Net Available Proceeds from the Asset Disposition pursuant to
which such Offer is being made, including, if amounts are invested in assets
related to the business, the actual assets acquired and a statement that such
investment complies with the provisions of Section 10.16, and (iii) the
compliance of such allocation with the provisions of paragraph (a).

         The Company and the Trustee shall perform their respective obligations
specified in the Offer for the Offer to Purchase. On or prior to the Purchase
Date, the Company shall (i) accept for payment (on a pro rata basis, if
necessary) Securities or portions thereof tendered pursuant to the Offer, (ii)
deposit with the Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) money sufficient
to pay the Purchase Price of all Securities or portions thereof so accepted and
(iii) deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the Company. The Paying Agent (or the Company,
if so acting) shall promptly mail or deliver (or, in the case of a Global
Security, transfer immediately available funds on the Purchase Date to the
Depositary) to Holders of Securities so accepted payment in an amount equal to
the Purchase Price, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered. Any Security not accepted for
payment shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Offer on or as
soon as practicable after the Purchase Date.

(f) Notwithstanding the foregoing, this Section 10.19 shall not apply to a
transaction consummated in compliance with the provisions of Section 8.1 hereof.

SECTION 10.20. Limitation on Issuance and Sale of Capital Stock of Wholly Owned
Subsidiaries.

         Subject to the requirements of Section 8.1 hereof (if applicable), the
Company shall not, and shall not permit any Wholly Owned Subsidiary of the
Company to, transfer, convey, sell, issue, lease or otherwise dispose of any
shares of Capital Stock (other than directors' qualifying shares and other than
pledges permitted under Section 10.14) of such Wholly Owned Subsidiary or any
other Wholly Owned Subsidiary (other than to the Company or a Subsidiary of the
Company) except to the extent, and subject to the conditions under which, the
Company or such Wholly Owned Subsidiary could have transferred, conveyed, sold,
issued or otherwise disposed of such shares or other ownership interests
pursuant to Section 10.19 (including the provisions thereof relating to the
application of the Net Available Proceeds therefrom).
<PAGE>
                                                                              93


SECTION 10.21. Change of Control.

    (a) Upon the occurrence of a Change of Control, each Holder of a Security
shall have the right to have such Security repurchased by the Company on the
terms and conditions precedent set forth in this Section 10.21 and this
Indenture. The Company shall, within 30 days following the date of the
consummation of a transaction resulting in a Change of Control, mail an Offer
with respect to an Offer to Purchase all Outstanding Securities at a purchase
price equal to 101% of their aggregate principal amount plus accrued interest,
if any, to the Purchase Date (provided that installments of interest whose
Stated Maturity is on or prior to the Purchase Date shall be payable to the
Holders of such Securities, or any predecessor Securities thereto, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.7). Each Holder shall be entitled to
tender all or any portion of the Securities owned by such Holder pursuant to the
Offer to Purchase, subject to the requirement that any portion of a Security
tendered must be tendered in an integral multiple of $1,000 principal amount.

    (b) The Company and the Trustee shall perform their respective obligations
specified in the Offer for the Offer to Purchase. On or prior to the Purchase
Date, the Company shall (i) accept for payment Securities or portions thereof
tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) money sufficient to pay the purchase price of all
Securities or portions thereof so accepted and (iii) deliver or cause to be
delivered to the Trustee all Securities so accepted together with an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver (or, in the case of
a Global Security, transfer immediately available funds on the Payment Date to
the Depositary) to Holders of Securities so accepted payment in an amount equal
to the purchase price, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security or Securities equal in principal amount
to any unpurchased portion of the Security surrendered as requested by the
Holder. Any Security not accepted for payment shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Offer on or as soon as practicable after the
Purchase Date.

    (c) A "Change of Control" shall mean each and every issue, sale or other
disposition of shares of Capital Stock of the Company (including, without
limitation, pursuant to a merger or consolidation permitted hereunder) which
results in any Person or Group (other than (A)(1) Sten Allan Olsson, (2) the
descendants of Sten Allan Olsson, (3) the estates or legal representatives of
the Persons named in clauses (1) and (2), and (4) trusts created for the benefit
of the Persons named in clauses (1) and (2) (the "Permitted Shareholder Group"),
or (B) a Group which consists of or is under the general control and direction
of the Permitted Shareholder Group or any member or members thereof),
beneficially owning or controlling, directly or indirectly, more than 50% (by
number of votes) of the Voting Stock of the Company.

         As used herein, the term "Group" shall mean any Persons constituting a
"group" for the purposes of Section 13(d) of the Exchange Act or any successor
provision.
<PAGE>
                                                                              94


SECTION 10.22. Limitation on Unrestricted Subsidiaries.

         The Company will not permit any Unrestricted Subsidiary to Incur any
Debt other than Non-Recourse Debt. The Company will not, and will not permit any
of its Subsidiaries to, become directly or indirectly liable (whether pursuant
to a guarantee or otherwise) in respect of any Debt or other contractual
obligation of any Unrestricted Subsidiary. The Company will not, and will not
permit any Subsidiary of the Company to, incur any obligation (i) to, or for the
benefit (directly or indirectly) of, any creditor of any Unrestricted Subsidiary
to subscribe for additional shares of Capital Stock or other equity interests of
any Unrestricted Subsidiary or (ii) to maintain or preserve any Unrestricted
Subsidiary's financial condition or to cause such Unrestricted Subsidiary to
achieve certain levels of operating results. Neither the Company nor any of its
Subsidiaries will sell, lease, convey or otherwise transfer to any Unrestricted
Subsidiary any assets which are essential to the operations of the Company and
its Subsidiaries, taken as a whole, and the Company will not permit any
Unrestricted Subsidiary to acquire any such essential assets.

SECTION 10.23. Provision of Financial Information.

         Whether or not the Company is required to be subject to Section 13(a)
or 15(d) of the Exchange Act, or any successor provision thereto, the Company
shall, for so long as any of the Securities remain outstanding, file with the
Commission and the Trustee (i) the annual reports and other documents and
reports which the Company would have been required to file with (and in such
form as required by) the Commission pursuant to such Section 13(a) or 15(d) or
any successor provision thereto if the Company were so required, such documents
to be filed with the Commission on or prior to the respective dates (the
"Required Filing Dates") by which the Company would have been required so to
file such documents if the Company were so required and (ii) an English
translation of the unaudited quarterly consolidated financial statements of the
Company (the "Quarterly Financial Statements") for each of the first three
fiscal quarters of its fiscal year, in each case as soon as practicable after
the close of the relevant quarter (each such date, a "Quarterly Filing Date").
The Company shall also in any event (a) within 15 days of each Required Filing
Date or Quarterly Filing Date, as applicable, request that the Trustee transmit
by mail to all Holders, as their names and addresses appear in the note
register, without cost to such Holders, copies (sufficient numbers of which will
be furnished by the Company to the Trustee) of the annual reports and other
documents and reports which the Company is required to file with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act or the Quarterly
Financial Statements, as the case may be, and (b) if filing such documents by
the Company with the Commission is not permitted under the Exchange Act,
promptly upon written request supply copies of such documents to any prospective
Holder.

SECTION 10.24. Statement by Officers as to Default; Compliance Certificates.

         (a) The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof an Officers'
Certificate (one of the signers of which is the principal executive, financial
or accounting officer of the Company), stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
<PAGE>
                                                                              95


and, if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

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

         (c) The Company shall deliver to the Trustee within 120 days after the
end of each fiscal year a written statement by the Company's independent public
accountants stating (A) that their audit examination has included a review of
the terms of this Indenture and the Securities as they relate to accounting
matters, and (B) whether, in connection with their audit examination, any
Default has come to their attention and, if such a Default has come to their
attention, specifying the nature and period of the existence thereof.

SECTION 10.25. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 8.1 and Sections 10.4 to 10.23 and
10.25, if before the time for such compliance the Holders of at least a majority
in principal amount of the outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect; provided that, with respect to an Offer to Purchase as to
which an Offer has been mailed, no such waiver may be made or shall be effective
against any Holder tendering Securities pursuant to such Offer, and the Company
may not omit to comply with the terms of such Offer as to such Holder.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 11.1. Right of Redemption; Optional Tax Redemption.

         (a) The Securities may be redeemed at the option of the Company, as a
whole or from time to time in part, at any time on and after November 1, 2008,
at the Redemption Prices specified in the form of Security hereinbefore set
forth, plus accrued interest to but excluding (and any Additional Amounts owing
on) the Redemption Date.

         (b) The Securities may be redeemed at the option of the Company in
whole but not in part at any time at a Redemption Price equal to the principal
amount thereof plus accrued interest to but excluding the date fixed for
redemption, if, as a result of any change in or amendment to the laws or any
regulations or rulings promulgated thereunder of the jurisdiction (or of any
political subdivision or taxing authority thereof or therein) in which the
Company is resident for tax purposes or any change in the official application
or interpretation of such laws, regulations or rulings, or any change in the
official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which such jurisdiction
<PAGE>
                                                                              96


(or such political subdivision or taxing authority) is a party (a "Change in Tax
Law"), which becomes effective on or after the date of this Indenture, the
Company is or would be required to pay Additional Amounts with respect to the
Securities on the next succeeding Interest Payment Date and the payment of such
Additional Amounts cannot be avoided by the use of any reasonable measures
available to the Company.

         (c) If, pursuant to Section 8.1 of this Indenture, a Successor Company
has been or would be required to pay any Additional Amounts, as therein
provided, as a consequence of any amalgamation, consolidation, merger,
conveyance, transfer or lease and as a consequence of a Change in Tax Law
occurring after the date of such amalgamation, consolidation, merger,
conveyance, transfer or lease, each Security may be redeemed at the option of
such Successor Company, in whole, but not in part, at any time, at a Redemption
Price equal to the principal amount thereof plus accrued interest to but
excluding the date fixed for redemption. Prior to the giving of notice of
redemption of such Securities pursuant to this Indenture, such Successor Company
will deliver to the Trustee an Officers' Certificate, stating that such Person
is entitled to effect such redemption and setting forth in reasonable detail a
statement of circumstances showing that the conditions precedent to the right of
such Person to redeem such Securities pursuant to this Section have been
satisfied.

         (d) The Company will also pay, or make available for payment, to
Holders on the redemption date any Additional Amounts (as described under
SECTION 10.1. Payment of Principal, Premium and Interest above) resulting from
the payment of such redemption price.

SECTION 11.2. Applicability of Article.

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

SECTION 11.3. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities pursuant to
Section 11.1 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed.

SECTION 11.4. Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed, 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, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1,000 or any integral multiple thereof) of the principal amount of
Securities at a denomination larger than $1,000.
<PAGE>
                                                                              97


         The Trustee shall promptly notify the Company and each Security
Registrar 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 the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.5. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price,

         (3) if less than all the Outstanding Securities are to be redeemed, the
    identification (and, in the case of partial redemption, the principal
    amounts) of the particular Securities to be redeemed,

         (4) that on the Redemption Date, the Redemption Price will become due
    and payable upon each such Security to be redeemed and that interest thereon
    will cease to accrue on and after said date, and

         (5) the place or places where such Securities are to be surrendered for
    payment of the Redemption Price.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 11.6. Deposit of Redemption Price.

         On or prior to 10:00 A.M., New York City time, on 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 10.3) an amount of money in same-day funds (or New York
Clearing House Funds if such deposit is made prior to the applicable Redemption
Date) sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 11.7. Securities Payable on Redemption Date.
<PAGE>
                                                                              98


         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or any predecessor Securities thereto, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7.

         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 provided by the
Security.

SECTION 11.8. Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company designated for that purpose pursuant to
Section 10.2 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                   ARTICLE XII
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 12.1. Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may at its option by Board Resolution, at any time, elect
to have either Section 12.2 or Section 12.3 applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article
Twelve.

SECTION 12.2. Defeasance and Discharge.

         Upon the Company's exercise of the option provided in Section 12.1
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities (including any
obligations in respect of Liens then securing the Securities) on the date the
conditions set forth below are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Securities to
<PAGE>
                                                                              99


receive, solely from the trust fund described in Section 12.4 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 3.4, 3.5,
3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Twelve. Subject to compliance with this
Article Twelve, the Company may exercise its option under this Section 12.2
notwithstanding the prior exercise of its option under Section 12.3.

SECTION 12.3. Covenant Defeasance.

         Upon the Company's exercise of the option provided in Section 12.1
applicable to this Section, (i) the Company shall be released from its
obligations under Section 7.3, Sections 10.4 through 10.23 and 10.25, inclusive,
and clauses (3) and (4) of Section 8.1 and, (ii) the occurrence of an event
specified in Sections 5.1(3), 5.1(4) (with respect to clauses (3) or (4) of
Section 8.1), 5.1(5) (with respect to any of Sections 10.4 through 10.23 and
10.25, inclusive), 5.1(6) and 5.1(7) shall not be deemed to be an Event of
Default on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance
means that 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 Section or
clause, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or clause or by reason of any reference in any such
Section or clause to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 12.4. Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either Section
12.2 or Section 12.3 to the then outstanding Securities:

         (1) The Company shall irrevocably have deposited or caused to be
    deposited with the Trustee as trust funds in trust for the purpose of making
    the following payments, specifically pledged as security for, and dedicated
    solely to, the benefit of the Holders of such Securities, (A) money in an
    amount, or (B) U.S. Government Obligations which through the scheduled
    payment of principal and interest in respect thereof in accordance with
    their terms will provide, not later than one day before the due date of any
    payment, money in an amount, or (C) a combination thereof, sufficient, in
    the opinion of a nationally recognized firm of independent public
    accountants expressed in a written certification thereof delivered to the
    Trustee, to pay and discharge, and which shall be applied by the Trustee to
    pay and discharge, the principal of (premium, if any) and each installment
    of interest on the Securities on the Stated Maturity of such principal or
    installment of interest in accordance with the terms of this Indenture and
    of such Securities. For this purpose, "U.S. Government Obligations" means
    securities that are (x) direct obligations of the United States of America
    for the payment of which its full faith and credit is pledged or (y)
    obligations of a Person controlled or supervised by and acting as an agency
    or instrumentality of the United States of America the payment of which is
    unconditionally guaranteed as a full faith and credit obligation by the
    United States of America, which, in either case, are not callable or
    redeemable at the option of the issuer
<PAGE>
                                                                             100


    thereof, and shall also include a depository receipt issued by a bank (as
    defined in Section 3(a)(2) of the Securities Act) as custodian with respect
    to any such U.S. Government Obligation or a specific payment of principal of
    or interest on any such U.S. Government Obligation held by such custodian
    for the account of the holder of such depository receipt, provided that
    (except as required by law) such custodian is not authorized to make any
    deduction from the amount payable to the holder of such depository receipt
    from any amount received by the custodian in respect of the U.S. Government
    Obligation or the specific payment of principal of or interest on the U.S.
    Government Obligation evidenced by such depository receipt.

         (2) In the case of an election under Section 12.2, (i) the Company
    shall have delivered to the Trustee an Opinion of Counsel from United States
    counsel stating that (x) the Company has received from, or there has been
    published by, the Internal Revenue Service a ruling, or (y) since the date
    of this Indenture there has been a change in the applicable United States
    Federal income tax law, in either case to the effect that, and based thereon
    such opinion shall confirm that, the Holders of the Outstanding Securities
    will not recognize gain or loss for United States Federal income tax
    purposes as a result of such deposit, defeasance and discharge and will be
    subject to United States Federal income tax on the same amount, in the same
    manner and at the same times as would have been the case if such deposit,
    defeasance and discharge had not occurred, and (ii) the Company shall have
    delivered to the Trustee an Opinion of Counsel from Swedish counsel stating
    that Holders will not recognize income, gain or loss for Swedish tax
    purposes as a result of such deposit, defeasance and discharge and will be
    subject to Swedish taxes on the same amounts, in the same manner and at the
    same times as would have been the case if such deposit, defeasance and
    discharge had not occurred.

         (3) In the case of an election under Section 12.3, (i) the Company
    shall have delivered to the Trustee an Opinion of Counsel from United States
    counsel to the effect that the Holders of the Outstanding Securities will
    not recognize gain or loss for United States Federal income tax purposes as
    a result of such deposit and covenant defeasance and will be subject to
    United States Federal income tax on the same amount, in the same manner and
    at the same times as would have been the case if such deposit and covenant
    defeasance had not occurred, and (ii) the Company shall have delivered to
    the Trustee an Opinion of Counsel from Swedish counsel stating that Holders
    will not recognize income, gain or loss for Sweden Federal income tax or
    other tax purposes as a result of such deposit and covenant defeasance and
    will be subject to Sweden Federal income tax and other taxes on the same
    amounts, in the same manner and at the same times as would have been the
    case if such deposit and covenant defeasance had not occurred.

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

         (5) Such defeasance or covenant defeasance shall not cause the Trustee
    to have a conflicting interest as defined in Section 6.8 and for purposes of
    the Trust Indenture Act with respect to any securities of the Company.
<PAGE>
                                                                             101


         (6) No Default or Event of Default shall have occurred and be
    continuing on the date of such deposit or, insofar as Subsections 5.1(8)
    through (12) are concerned, at any time during the period ending on the
    121st day after the date of such deposit (it being understood that this
    condition shall not be deemed satisfied until the expiration of such
    period).

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

         (8) The Company shall have delivered to the Trustee an Officers'
    Certificate and an Opinion of Counsel, each stating that all conditions
    precedent provided for relating to either the defeasance under Section 12.2
    or the covenant defeasance under Section 12.3 (as the case may be) have been
    complied with.

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

SECTION 12.5. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Section 12.4 in respect of the Securities shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities.

         Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 12.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

SECTION 12.6. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 12.2 or 12.3 by reason of any order or judgment of any
court or governmental
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                                                                             102


authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Twelve until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 12.2 or 12.3; provided that if
the Company makes any payment of principal of (and premium, if any) or interest
on any Security following 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 held by the Trustee or the Paying Agent.

                             ----------------------

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


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


                         STENA AB (publ)


                         By /s/ Svante Carlsson
                           -------------------------------
                           Name: Svante Carlsson
                           Title: Chief Finanical Officer


                         By /s/ Martin Drotz
                           -------------------------------
                           Name: Martin Drotz
                           Title: Business Controller


                         JPMORGAN CHASE BANK, as Trustee

                         By /s/ Rosa Ciaccia
                           -------------------------------
                           Name: Rosa Ciaccia
                           Title: Trust Officer