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<SEC-DOCUMENT>0000919574-05-002419.txt : 20050801
<SEC-HEADER>0000919574-05-002419.hdr.sgml : 20050801
<ACCEPTANCE-DATETIME>20050801172906
ACCESSION NUMBER:		0000919574-05-002419
CONFORMED SUBMISSION TYPE:	F-3
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20050801
DATE AS OF CHANGE:		20050801

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOP TANKERS INC.
		CENTRAL INDEX KEY:			0001296484
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		F-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-127086
		FILM NUMBER:		05989363

	BUSINESS ADDRESS:	
		STREET 1:		109-111 MESSOGION AVENUE, POLITIA CENTRE
		CITY:			ATHENS 115 26
		STATE:			J3
		ZIP:			00000
		BUSINESS PHONE:		011-30-210-69-78-000

	MAIL ADDRESS:	
		STREET 1:		109-111 MESSOGION AVENUE, POLITIA CENTRE
		CITY:			ATHENS 115 26
		STATE:			J3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-3
<SEQUENCE>1
<FILENAME>d586019_f-3.txt
<TEXT>

                                          Registration Statement No. 333 -
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM F-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                TOP TANKERS INC.
             (Exact name of registrant as specified in its charter)

             Republic of
        the Marshall Islands              4412                    N/A
           (State or other          (Primary Standard        (I.R.S. Employer
            jurisdiction of             Industrial          Identification No.)
            incorporation or         Classification
            organization)            Code Number)


            TOP Tankers Inc.                         Seward & Kissel LLP
        109-111 Messogion Avenue                 Attention: Gary J. Wolfe, Esq.
             Politia Centre                        One Battery Park Plaza
            Athens 115 26 GR                      New York, New York 10004
        (011) (30) 210 69 78 000                       (212) 574-1200
 (Name, address and telephone number of         (Name, address and telephone
Registrant's principal executive office)        number of agent for service)


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

                                   Copies to:

                               Gary J. Wolfe, Esq.
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 574-1200

     Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box |X|.

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. |_|

     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. |_|

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

<PAGE>

<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
 Title of Each
    Class of                            Proposed Maximum    Proposed Maximum
 Securities to         Amount to be     Offering Price       Aggregate Offering       Amount of
 be Registered         Registered(1)    Per Security(2)        Price(1)             Registration Fee
- -----------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                 <C>                     <C>
Common Stock(3)

Preferred Shares(3)

Debt Securities(3)

 Warrants(4)

Purchase Contracts(5)

Units(6)

Guarantees(7)

    Subtotal           $250,000,000         100%             $250,000,000          $29,425.00
- -----------------------------------------------------------------------------------------------------
 Common Stock,
par value $0.01
  per share(8)          $72,667,051      $15.23               $72,667,051          $8,5532.91
- -----------------------------------------------------------------------------------------------------

     Total             $322,667,051         100%             $322,667,051          $37,977.91
</TABLE>

(1)  Such amount in U.S. dollars or the equivalent thereof in foreign currencies
     as shall result in an aggregate initial public offering price for all
     securities offered by the Registrant of $ and, if any debt securities are
     issued at original issue discount, such greater amount as shall result in
     net proceeds of $ to the Registrant.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(o) under the Securities Act of 1933.

(3)  Also includes such indeterminate amount of debt securities and number of
     preferred shares and shares of common stock as may be issued upon
     conversion of or in exchange for any other debt securities or preferred
     shares that provide for conversion or exchange into other securities.

(4)  There is being registered hereunder an indeterminate number of warrants as
     may from time to time be sold at indeterminate prices representing rights
     to purchase certain of the common stock, preferred shares and debt
     securities registered hereunder.

(5)  There is being registered hereunder an indeterminate number of purchase
     contracts as may from time to time be sold at indeterminate prices.

(6)  There is being registered hereunder an indeterminate number of units as may
     from time to time be sold at indeterminate prices. Units may consist of any
     combination of the securities being registered hereunder.

(7)  The debt securities may be guaranteed pursuant to guarantees by the
     subsidiaries of TOP Tankers Inc. No separate compensation will be received
     for the guarantees. Pursuant to Rule 457(n), no separate fees for the
     guarantees are payable.

(8)  Comprises 4,771,310 shares of the Common Stock held by selling
     shareholders.

- --------------------------------------------------------------------------------
     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------

<TABLE>
                                      TABLE OF ADDITIONAL REGISTRANTS
<CAPTION>
Exact Name of Registrant              Country of         I.R.S. Employee      Primary Standard Industrial
as Specified in its Charter           Incorporation      Identification No.   Classification Code No.
- ----------------------------------------------------------------------------------------------------------
<S>                                   <C>                     <C>             <C>
TOP Tanker Management Inc.            Marshall Islands        N/A             4412
TOP Tankers (UK) Limited              Marshall Islands        N/A             4412
Vermio Shipping Company Limited       Marshall Islands        N/A             4412
Rupel Shipping Company Inc.           Marshall Islands        N/A             4412
Gramos Shipping Company Inc.          Marshall Islands        N/A             4412
Olympos Shipping Company Limited      Marshall Islands        N/A             4412
Helidona Shipping Company Limited     Marshall Islands        N/A             4412
Kalidromo Shipping Company Limited    Marshall Islands        N/A             4412
Mytikas Shipping Company Limited      Marshall Islands        N/A             4412
Litochoro Shipping Company Limited    Marshall Islands        N/A             4412
Kisavos Shipping Company Limited      Marshall Islands        N/A             4412
Parnis Shipping Company Limited       Marshall Islands        N/A             4412
Imitos Shipping Company Limited       Marshall Islands        N/A             4412
Giona Shipping Company Limited        Marshall Islands        N/A             4412
Agrafa Shipping Company Limited       Marshall Islands        N/A             4412
Agion Oros Shipping Company Limited   Marshall Islands        N/A             4412
Lefka Shipping Company Limited        Marshall Islands        N/A             4412
Falakro Shipping Company Limited      Liberia                 N/A             4412
Psiloritis Shipping Company Limited   Liberia                 N/A             4412
Pylio Shipping Company Limited        Liberia                 N/A             4412
Idi Shipping Company Limited          Liberia                 N/A             4412
Taygetus Shipping Company Limited     Liberia                 N/A             4412
Vitsi Shipping Company Limited        Liberia                 N/A             4412
Parnasos Shipping Company Limited     Liberia                 N/A             4412
Pageon Shipping Company Limited       Cyprus                  N/A             4412
Vardousia Shipping Company Limited    Cyprus                  N/A             4412
Parnon Shipping Company Limited       Cyprus                  N/A             4412
Menalo Shipping Company Limited       Cyprus                  N/A             4412
Pintos Shipping Company Limited       Cyprus                  N/A             4412
</TABLE>

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PERMITTED.

                 Subject to completion - - dated August 1, 2005

                                   [TOPT Logo]

                                  $250,000,000
                                       and
                        4,771,310 Shares of Common Stock

                                TOP Tankers Inc.

     Through this prospectus, we may periodically offer:

                         (1) our common stock,

                         (2) our preferred shares,

                         (3) our debt securities,

                         (4) our warrants,

                         (5) our purchase contracts, and

                         (6) our units

up to a total dollar amount of $250,000,000. Our debt securities may be
guaranteed pursuant to guarantees by our subsidiaries. In addition, one or more
of our shareholders may periodically offer up to 4,771,310 shares of our common
stock.

     The prices and other terms of the securities that we will offer will be
determined at the time of their offering and will be described in a supplement
to this prospectus.

     We will not receive any of the proceeds from the sale of any of our common
stock offered by the selling shareholders. We will bear approximately $746,925
and the selling shareholders will bear approximately $8,553 of the costs
relating to the registration of all of the securities registered under this
prospectus, which we estimate to be approximately $755,478.

     Our common stock is currently listed on the Nasdaq National Market under
the symbol "TOPT."

     The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is _______, 2005
<PAGE>

                                TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................4
USE OF PROCEEDS................................................................4
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS......................4
RATIO OF EARNINGS TO FIXED CHARGES.............................................5
CAPITALIZATION.................................................................6
PLAN OF DISTRIBUTION...........................................................6
ENFORCEMENT OF CIVIL LIABILITIES...............................................8
DESCRIPTION OF CAPITAL STOCK...................................................8
DESCRIPTION OF PREFERRED SHARES...............................................11
DESCRIPTION OF WARRANTS.......................................................11
DESCRIPTION OF DEBT SECURITIES................................................12
DESCRIPTION OF PURCHASE CONTRACTS.............................................24
DESCRIPTION OF UNITS..........................................................25
EXPENSES......................................................................25
LEGAL MATTERS.................................................................26
EXPERTS.......................................................................26
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................26
<PAGE>

                               PROSPECTUS SUMMARY

     This section summarizes some of the information that is contained in other
documents incorporated by reference in this prospectus. As an investor or
prospective investor, you should review carefully the risk factors and the more
detailed information contained in such other documents.

     Unless the context otherwise requires, as used in this prospectus, the
terms "Company," "we," "us," and "our" refer to TOP Tankers Inc. and all of its
subsidiaries, and "TOP Tankers Inc." refers only to TOP Tankers Inc. and not to
its subsidiaries.

     We use the term deadweight, or dwt, in describing the size of vessels. Dwt,
expressed in metric tons each of which is equivalent to 1,000 kilograms, refers
to the maximum weight of cargo and supplies that a vessel can carry.

                                   Our Company

     As of July 15, 2005, we owned and operated a fleet of 22 vessels,
consisting of 13 double-hull Handymax tankers and 9 double-hull Suezmax tankers,
with a total cargo carrying capacity of approximately 2.0 million dwt. We refer
to these 22 tankers as our current fleet. Our Handymax tankers carry refined
petroleum products, such as gasoline, jet fuel, kerosene, naphtha and heating
oil, and our Suezmax tankers carry crude oil. 100% of our current fleet is
double-hull. In addition to these 22 vessels, we operate the M/T Yapi, a
Handysize tanker that we agreed to sell to a third party in March 2005 and will
be delivered to the purchaser in the fourth quarter of 2005.

     Our financial strategy is focused on maintaining a targeted level of
leverage and distributing a portion of our annual net income as dividends to our
shareholders. As of March 31, 2005, we had a ratio of debt to total capital of
approximately 58.1% as adjusted for the debt incurred in connection with the
acquisition of the M/T Faultless, the M/T Soundless, the M/T Noiseless, and the
M/T Topless. Our business strategy is focused on building and maintaining
enduring relationships with participants in the international shipping industry,
including leading charterers, oil companies, oil traders, brokers, suppliers,
classification societies, insurers and others. We seek to continue to create
long-term value principally by acquiring and operating high quality double-hull,
refined petroleum products and crude oil tankers. Consistent with this strategy,
our tankers enable us to serve customers in the crude oil and refined petroleum
products sectors of the tanker industry. Depending on market opportunities, we
may also seek to expand into other sectors of the shipping industry.

     We believe we have established a reputation in the international ocean
transport industry for operating and maintaining our fleet with high standards
of performance, reliability and safety. We have assembled a management team
comprised of executives who have extensive experience operating large and
diversified fleets and who have strong ties to a number of national, regional
and international oil companies, charterers and traders.

     TOP Tanker Management, Inc., or TOP Tanker Management, our wholly-owned
subsidiary, is responsible for the chartering, operational and technical
management of our current fleet. TOP Tanker Management subcontracts the
technical management of our fleet to other reputable independent third party
technical management companies.

                               Corporate Structure

     We own our vessels through separate wholly-owned subsidiaries incorporated
in various jurisdictions. Our wholly-owned subsidiary, TOP Tanker Management,
acts as a manager for our current fleet, providing services such as managing
day-to-day vessel operations including supervising the crewing, supplying,
maintaining, and drydocking of vessels, as well as providing commercial
management services regarding identifying suitable vessel charter opportunities
and monitoring the performance of our third-party technical management
subcontractors.

     We are incorporated under the laws of the Marshall Islands. We maintain our
principal executive offices at 109-111 Messogion Avenue, Politia Centre, Athens
115 26 Greece. Our telephone number at that address is (011) (30) (210) 69 78
000.

                           The Securities We May Offer

     We may use this prospectus to offer up to $250,000,000 of our:

     o    common stock,

     o    preferred shares,

     o    debt securities,

     o    warrants,

     o    purchase contracts, and

     o    units.

     Our debt securities may be guaranteed pursuant to guarantees by our
subsidiaries. In addition, the selling shareholders may offer up to 4,771,310
shares of our common stock.

     A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these offered securities and may describe certain
risks associated with an investment in the securities. Terms used in the
prospectus supplement will have the meanings described in this prospectus,
unless otherwise specified.

                                  RISK FACTORS

     A prospectus supplement will describe the risks that relate to the industry
in which we operate and our business in general and certain risks associated
with an investment in the securities offered.

                                 USE OF PROCEEDS

     Unless we specify otherwise in any prospectus supplement, we will use the
net proceeds from the sale of securities offered by this prospectus for capital
expenditures, repayment of indebtedness, working capital, to make vessel
acquisitions and for general corporate purposes.

            CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

     This document includes assumptions, expectations, projections, intentions
and beliefs about future events. These statements are intended as
"forward-looking statements." We caution that assumptions, expectations,
projections, intentions and beliefs about future events may and often do vary
from actual results and the differences can be material.

     All statements in this document that are not statements of historical fact
are forward-looking statements. Forward-looking statements include, but are not
limited to, such matters as:

     o    future operating or financial results;

     o    statements about planned, pending or recent acquisitions, business
          strategy and expected capital spending or operating expenses,
          including drydocking and insurance costs;

     o    statements about crude oil and refined petroleum products tanker
          shipping market trends, including charter rates and factors affecting
          supply and demand;

     o    our ability to obtain additional financing;

     o    expectations regarding the availability of vessel acquisitions; and

     o    anticipated developments with respect to pending litigation.

     The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although TOP Tankers Inc. believes that these assumptions were
reasonable when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or impossible to
predict and are beyond our control, TOP Tankers Inc. cannot assure you that it
will achieve or accomplish these expectations, beliefs or projections described
in the forward looking statements contained in this report.

     Important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market conditions, including
changes in charter rates and vessel values, failure of a seller to deliver one
or more vessels, failure of a buyer to accept delivery of a vessel, inability to
procure acquisition financing, default by one or more charterers of our ships,
changes in demand for crude oil, refined petroleum products, the effect of
changes in OPEC's petroleum production levels, worldwide crude oil consumption
and storage, changes in demand that may affect attitudes of time charterers,
scheduled and unscheduled drydocking, changes in TOP Tankers Inc.'s voyage and
operating expenses, including bunker prices, dry-docking and insurance costs,
changes in governmental rules and regulations including requirements for
double-hull tankers or actions taken by regulatory authorities, potential
liability from pending or future litigation, domestic and international
political conditions, potential disruption of shipping routes due to accidents,
international hostilities and political events or acts by terrorists.

     When used in this document, the words "anticipate," "estimate," "project,"
"forecast," "plan," "potential," "will," "may," "should," and "expect" reflect
forward-looking statements.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our unaudited ratio of earnings to fixed
charges for each of the preceding four fiscal years and the three months ending
March 31, 2005.(1)

                                                                          Three
                                      Year Ended December 31,             Months
                              ---------------------------------------     Ended
                                                                          March
                                                                            31,
                               2001       2002       2003       2004       2005
                              ------     ------     ------     ------     ------
                                        (in thousands of U.S. Dollars)

EARNINGS:
   Net income                  1,777        201      1,634     32,794     19,121
   Add: Fixed charges            740        822      1,165      4,486      2,388

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

   Total Earnings              2,517      1,023      2,799     37,280     21,509

                              ======     ======     ======     ======     ======
FIXED CHARGES:
   Interest expense              709        797      1,128      4,161      2,207
   Amortization of
   capitalized expenses
   relating to indebteness        31         25         37        325        181

                              ------     ------     ------     ------     ------
   Total Fixed Charges           740        822      1,165      4,486      2,388

                              ======     ======     ======     ======     ======

RATIO OF EARNINGS TO FIXED
CHARGES                         3.4x       1.2x       2.4x       8.3x       9.0x

- ----------
(1)  We have not included our ratio of earnings to fixed charges for the fiscal
     year ended December 31, 2000, due to the unreasonable effort and expense of
     preparing such information.

     For purposes of computing the consolidated ratio of earnings to fixed
charges, earnings consist of net income plus interest expense and amortization
of capitalized expenses relating to indebtedness. Fixed charges consist of
interest expense and amortization of capitalized expenses relating to
indebtedness.

                                 CAPITALIZATION

     A prospectus supplement will include information on the Company's
consolidated capitalization.

                              PLAN OF DISTRIBUTION

     We may sell or distribute the securities included in this prospectus
through underwriters, through agents, to dealers, in private transactions, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices, or at negotiated prices.

     In addition, we may sell some or all of the securities included in this
prospectus through:

     o    a block trade in which a broker-dealer may resell a portion of the
          block, as principal, in order to facilitate the transaction;

     o    purchases by a broker-dealer, as principal, and resale by the
          broker-dealer for its account; or

     o    ordinary brokerage transactions and transactions in which a broker
          solicits purchasers.

     In addition, we may enter into option or other types of transactions that
require us to deliver common stock to a broker-dealer, who will then resell or
transfer the common stock under this prospectus.

     We may enter into hedging transactions with respect to our securities. For
example, we may:

     o    enter into transactions involving short sales of our common stock by
          broker-dealers;

     o    sell shares of common stock short themselves and deliver the shares to
          close out short positions;

     o    enter into option or other types of transactions that require us to
          deliver shares of common stock to a broker-dealer, who will then
          resell or transfer the shares under this prospectus; or

     o    loan or pledge shares of common stock to a broker-dealer, who may sell
          the loaned shares or, in the event of default, sell the pledged
          shares.

     The Company may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by the
Company or borrowed from the Company or others to settle those sales or to close
out any related open borrowings of stock, and may use securities received from
the Company in settlement of those derivatives to close out any related open
borrowings of stock. The third party in such sale transactions will be an
underwriter and, if not identified in this prospectus, will be identified in the
applicable prospectus supplement (or a post-effective amendment). In addition,
we may otherwise loan or pledge securities to a financial institution or other
third party that in turn may sell the securities short using this prospectus.
Such financial institution or other third party may transfer its economic short
position to investors in our securities or in connection with a concurrent
offering of other securities.

     Any broker-dealers or other persons acting on our behalf that participate
with us in the distribution of the shares may be deemed to be underwriters and
any commissions received or profit realized by them on the resale of the shares
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act. As of the date of this
prospectus, we are not a party to any agreement, arrangement or understanding
between any broker or dealer and us with respect to the offer or sale of the
securities pursuant to this prospectus.

     At the time that any particular offering of securities is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.

     Underwriters and agents in any distribution contemplated hereby, including
but not limited to at-the-market equity offerings, may from time to time include
Cantor Fitzgerald & Co. Underwriters or agents could make sales in privately
negotiated transactions and/or any other method permitted by law, including
sales deemed to be an at-the-market offering as defined in Rule 415 promulgated
under the Securities Act, which includes sales made directly on or through
Nasdaq, the existing trading market for our common stock, or sales made to or
through a market maker other than on an exchange. At-the-market offerings may
not exceed 10% of the aggregate market value of our outstanding voting
securities held by non-affiliates on a date within 60 days prior to the filing
of the registration statement of which this prospectus is a part.

     The selling shareholders may enter into hedging transactions with respect
to our common stock. For example, the selling shareholders may:

     o    enter into transactions involving short sales of the common stock by
          broker-dealers;

     o    sell common stock short themselves and deliver the shares to close out
          short positions;

     o    enter into option or other types of transactions that require the
          selling shareholders to deliver common stock to a broker-dealer, who
          will then resell or transfer the common stock under this prospectus;
          or

     o    loan or pledge the ordinary shares to a broker-dealer, who may sell
          the loaned shares or, in the event of default, sell the pledged
          shares.

     The selling shareholders and any broker-dealers or other persons acting on
the behalf of parties that participate with us in the distribution of the shares
may be deemed to be underwriters and any commissions received or profit realized
by them on the resale of the shares may be deemed to be underwriting discounts
and commissions under the Securities Act. As of the date of this prospectus, we
are not a party, nor are we aware that the selling shareholders are a party to
any agreement, arrangement or understanding between any broker or dealer and the
selling shareholders or us with respect to the offer or sale of the shares
pursuant to this prospectus.

     We will bear costs relating to all of the securities being registered under
this prospectus, other than underwriters' discounts, commissions and transfer
taxes accrued for the common stock sold for the account of the selling
shareholders.

     The selling shareholders may also sell our common stock pursuant to Rule
144 promulgated under the Securities Act or in other transactions that are
exempt from registration under the Securities Act.

     Pursuant to a requirement by the National Association of Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent broker/dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415.

                        ENFORCEMENT OF CIVIL LIABILITIES

     TOP Tankers Inc. is a Marshall Islands company and our executive offices
are located outside of the U.S. in Athens, Greece. A majority of our directors,
officers and the experts named in the prospectus reside outside the U.S. In
addition, a substantial portion of our assets and the assets of our directors,
officers and experts are located outside of the U.S. As a result, you may have
difficulty serving legal process within the U.S. upon us or any of these
persons. You may also have difficulty enforcing, both in and outside the U.S.,
judgments you may obtain in U.S. courts against us or these persons in any
action, including actions based upon the civil liability provisions of U.S.
federal or state securities laws.

     Furthermore, there is substantial doubt that the courts of the Marshall
Islands or Greece would enter judgments in original actions brought in those
courts predicated on U.S. federal or state securities laws.

                          DESCRIPTION OF CAPITAL STOCK

     Under our articles of incorporation, our authorized capital stock consists
of 100,000,000 shares of common stock, par value $.01 per share, of which
28,080,840 shares are issued and outstanding as of July 15, 2005, and 20,000,000
shares of preferred stock, none of which were issued as of July 15, 2005.

Common Stock

     Each outstanding share of common stock entitles the holder to one vote on
all matters submitted to a vote of stockholders. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of shares of
common stock are entitled to receive ratably all dividends, if any, declared by
our board of directors out of funds legally available for dividends. Holders of
common stock do not have conversion, redemption or preemptive rights to
subscribe to any of our securities. All outstanding shares of common stock are,
and the shares to be sold in this offering when issued and paid for will be,
fully paid and nonassessable. The rights, preferences and privileges of holders
of common stock are subject to the rights of the holders of any shares of
preferred stock which we may issue in the future.

Other Matters

     Our Articles of Incorporation and Bylaws. Our purpose, as stated in Section
B of our Articles of Incorporation, is to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the Marshall
Islands Business Corporations Act. Our articles of incorporation and bylaws do
not impose any limitations on the ownership rights of our shareholders.

     Under our bylaws, annual shareholder meetings will be held at a time and
place selected by our board of directors. The meetings may be held in or outside
of the Marshall Islands. Special meetings may be called by shareholders holding
not less than one-tenth of all the outstanding shares entitled to vote at such
meeting. Our board of directors may set a record date between 15 and 60 days
before the date of any meeting to determine the shareholders that will be
eligible to receive notice and vote at the meeting.

     Directors. Our directors are elected by a majority of the votes cast by
shareholders entitled to vote. There is no provision for cumulative voting.

     The board of directors must consist of at least one member. Shareholders
may change the number of directors only by the affirmative vote of holders of a
majority of the outstanding common stock. The board of directors may change the
number of directors only by a majority vote of the entire board. Each director
shall be elected to serve until the next annual meeting of shareholders and
until his successor shall have been duly elected and qualified, except in the
event of his death, resignation, removal, or the earlier termination of his term
of office. The board of directors has the authority to fix the amounts which
shall be payable to the members of our board of directors for attendance at any
meeting or for services rendered to us.

     Dividends. While we cannot assure you that we will continue to do so, and
subject to the limitations discussed below, we currently intend to pay regular
cash dividends on our common stock on a quarterly basis. We paid a quarterly
dividend of $0.21 per share to holders of our common stock in January, April and
July 2005 and a special dividend of $0.25 per share to holders of our common
stock in July 2005.

     Declaration and payment of any dividend is subject to the discretion of our
board of directors. The timing and amount of dividend payments will be dependent
upon our earnings, financial condition, cash requirements and availability,
restrictions in our loan agreements, the terms of the debt securities we offer,
the provisions of applicable law affecting the payment of distributions to
shareholders and other factors. Because we are a holding company with no
material assets other than the stock of our subsidiaries, our ability to pay
dividends will depend on the earnings and cash flow of our subsidiaries and
their ability to pay dividends to us. The laws governing us and our subsidiaries
generally prohibit the payment of dividends other than from surplus or while a
company is insolvent or would be rendered insolvent.

     Dissenters' Rights of Appraisal and Payment. Under the Business Corporation
Act of the Republic of the Marshall Islands, or BCA, our shareholders have the
right to dissent from various corporate actions, including any merger or sale of
all or substantially all of our assets not made in the usual course of our
business, and receive payment of the fair value of their shares. In the event of
any further amendment of the articles, a shareholder also has the right to
dissent and receive payment for his or her shares if the amendment alters
certain rights in respect of those shares. The dissenting shareholder must
follow the procedures set forth in the BCA to receive payment. In the event that
we and any dissenting shareholder fail to agree on a price for the shares, the
BCA procedures involve, among other things, the institution of proceedings in
the circuit court in the judicial circuit in the Marshall Islands in which our
Marshall Islands office is situated. The value of the shares of the dissenting
shareholder is fixed by the court after reference, if the court so elects, to
the recommendations of a court-appointed appraiser.

     Shareholders' Derivative Actions. Under the BCA, any of our shareholders
may bring an action in our name to procure a judgment in our favor, also known
as a derivative action, provided that the shareholder bringing the action is a
holder of common stock both at the time the derivative action is commenced and
at the time of the transaction to which the action relates.

     Anti-takeover Provisions of our Charter Documents. Several provisions of
our articles of incorporation and by-laws may have anti-takeover effects. These
provisions are intended to avoid costly takeover battles, lessen our
vulnerability to a hostile change of control and enhance the ability of our
board of directors to maximize shareholder value in connection with any
unsolicited offer to acquire us. However, these anti-takeover provisions, which
are summarized below, could also discourage, delay or prevent (1) the merger or
acquisition of our company by means of a tender offer, a proxy contest or
otherwise, that a shareholder may consider in its best interest and (2) the
removal of incumbent officers and directors.

Blank Check Preferred Stock

     Under the terms of our articles of incorporation, our board of directors
has authority, without any further vote or action by our shareholders, to issue
up to 20,000,000 shares of blank check preferred stock. Our board of directors
may issue shares of preferred stock on terms calculated to discourage, delay or
prevent a change of control of our company or the removal of our management.

Classified Board of Directors

     Our articles of incorporation provide for the division of our board of
directors into three classes of directors, with each class as nearly equal in
number as possible, serving staggered, three-year terms. Approximately one-third
of our board of directors will be elected each year. This classified board
provision could discourage a third party from making a tender offer for our
shares or attempting to obtain control of our company. It could also delay
shareholders who do not agree with the policies of the board of directors from
removing a majority of the board of directors for two years.

Election and Removal of Directors

     Our articles of incorporation prohibit cumulative voting in the election of
directors. Our by-laws require parties other than the board of directors to give
advance written notice of nominations for the election of directors. Our
articles of incorporation also provide that our directors may be removed only
for cause and only upon the affirmative vote of the holders of at least 80% of
the outstanding shares of our capital stock entitled to vote for those
directors. These provisions may discourage, delay or prevent the removal of
incumbent officers and directors.

Limited Actions by Shareholders

     Our articles of incorporation and our by-laws provide that any action
required or permitted to be taken by our shareholders must be effected at an
annual or special meeting of shareholders or by the unanimous written consent of
our shareholders. Our articles of incorporation and our by-laws provide that,
subject to certain exceptions, only our board of directors may call special
meetings of our shareholders and the business transacted at the special meeting
is limited to the purposes stated in the notice. Accordingly, a shareholder may
be prevented from calling a special meeting for shareholder consideration of a
proposal over the opposition of our board of directors and shareholder
consideration of a proposal may be delayed until the next annual meeting.

                         DESCRIPTION OF PREFERRED SHARES

     The material terms of any series of preferred shares that we offer through
a prospectus supplement will be described in that prospectus supplement. Our
board of directors is authorized to provide for the issuance of preferred shares
in one or more series with designations as may be stated in the resolution or
resolutions providing for the issue of such preferred shares. At the time that
any series of our preferred shares are authorized, our board of directors will
fix the dividend rights, any conversion rights, any voting rights, redemption
provisions, liquidation preferences and any other rights, preferences,
privileges and restrictions of that series, as well as the number of shares
constituting that series and their designation. Our board of directors could,
without shareholder approval, cause us to issue preferred stock which has
voting, conversion and other rights that could adversely affect the holders of
our ordinary shares or make it more difficult to effect a change in control. Our
preferred shares could be used to dilute the share ownership of persons seeking
to obtain control of us and thereby hinder a possible takeover attempt which, if
our shareholders were offered a premium over the market value of their shares,
might be viewed as being beneficial to our shareholders. In addition, our
preferred shares could be issued with voting, conversion and other rights and
preferences which would adversely affect the voting power and other rights of
holders of our ordinary shares.

                             DESCRIPTION OF WARRANTS

     We may issue warrants to purchase our debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.

     The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:

     o    the title of such warrants;

     o    the aggregate number of such warrants;

     o    the price or prices at which such warrants will be issued;

     o    the currency or currencies, in which the price of such warrants will
          be payable;

     o    the securities or other rights, including rights to receive payment in
          cash or securities based on the value, rate or price of one or more
          specified commodities, currencies, securities or indices, or any
          combination of the foregoing, purchasable upon exercise of such
          warrants;

     o    the price at which and the currency or currencies, in which the
          securities or other rights purchasable upon exercise of such warrants
          may be purchased;

     o    the date on which the right to exercise such warrants shall commence
          and the date on which such right shall expire;

     o    if applicable, the minimum or maximum amount of such warrants which
          may be exercised at any one time;

     o    if applicable, the designation and terms of the securities with which
          such warrants are issued and the number of such warrants issued with
          each such security;

     o    if applicable, the date on and after which such warrants and the
          related securities will be separately transferable;

     o    information with respect to book-entry procedures, if any;

     o    if applicable, a discussion of any material United States Federal
          income tax considerations; and

     o    any other terms of such warrants, including terms, procedures and
          limitations relating to the exchange and exercise of such warrants.

                         DESCRIPTION OF DEBT SECURITIES

     In this section, references to "holders" mean those who own debt securities
registered in their own names on the books that TOP Tankers Inc. or the
indenture trustee maintains for this purpose, and not those who own beneficial
interests in debt securities registered in street name or in debt securities
issued in book-entry form through one or more depositaries. Owners of beneficial
interests in the debt securities should read the section below entitled "Global
Securities."

General

     The debt securities offered by this prospectus will be either senior or
subordinated debt. We will issue senior debt under a senior debt indenture, and
we will issue subordinated debt under a subordinated debt indenture. We
sometimes refer to the senior debt indenture and the subordinated debt indenture
individually as an indenture and collectively as the indentures. The indenture
trustee under each of the senior debt indenture and the subordinated debt
indenture will be Manufacturers and Traders Trust Company. We have filed the
indentures with the SEC as exhibits to the registration statement of which this
prospectus forms a part. You can obtain copies of the indentures by following
the directions outlined in "Where You Can Find More Information", or by
contacting the applicable indenture trustee.

     The following briefly summarizes the material provisions of the indentures
and the debt securities, other than pricing and related terms disclosed for a
particular issuance in an accompanying prospectus supplement. You should read
the more detailed provisions of the applicable indenture, including the defined
terms, for provisions that may be important to you. You should also read the
particular terms of a series of debt securities, which will be described in more
detail in an accompanying prospectus supplement. So that you may easily locate
the more detailed provisions, the numbers in parentheses below refer to sections
in the applicable indenture or, if no indenture is specified, to sections in
each of the indentures. Wherever particular sections or defined terms of the
applicable indenture are referred to, such sections or defined terms are
incorporated into this prospectus by reference, and the statement in this
prospectus is qualified by that reference.

     The indentures provide that our unsecured senior or subordinated debt
securities may be issued in one or more series, with different terms, in each
case as we authorize from time to time. We also have the right to reopen a
previous issue of a series of debt securities by issuing additional debt
securities of such series.

Information in the Prospectus Supplement

     The prospectus supplement for any offered series of debt securities will
describe the following terms, as applicable:

     o    the title or designation;

     o    whether the debt is senior or subordinated;

     o    whether the debt is guaranteed by our subsidiaries and whether those
          guarantees are secured and, if so, the collateral securing the
          guarantees;

     o    the aggregate principal amount offered and authorized denominations;

     o    the initial public offering price;

     o    the maturity date or dates;

     o    any sinking fund or other provision for payment of the debt securities
          prior to their stated maturity;

     o    whether the debt securities are fixed rate debt securities or floating
          rate debt securities or original issue discount debt securities;

     o    if the debt securities are fixed rate debt securities, the yearly rate
          at which the debt security will bear interest, if any;

     o    if the debt securities are floating rate debt securities, the method
          of calculating the interest rate;

     o    if the debt securities are original issue discount debt securities,
          their yield to maturity;

     o    the date or dates from which any interest will accrue, or how such
          date or dates will be determined, and the interest payment dates and
          any related record dates;

     o    if other than in U.S. Dollars, the currency or currency unit in which
          payment will be made;

     o    any provisions for the payment of additional amounts for taxes;

     o    the denominations in which the currency or currency unit of the
          securities will be issuable if other than denominations of $1,000 and
          integral multiples thereof;

     o    whether the debt securities will be convertible into or exchangeable
          for other securities and, if so, the terms and conditions upon which
          such debt securities will be convertible or exchangeable;

     o    the terms and conditions on which the debt securities may be redeemed
          at the option of the Company;

     o    any obligation of the Company to redeem, purchase or repay the debt
          securities at the option of a holder upon the happening of any event
          and the terms and conditions of redemption, purchase or repayment;

     o    the names and duties of any co-indenture trustees, depositaries,
          authentication agents, calculation agents, paying agents, transfer
          agents or registrars for the debt securities;

     o    any material provisions of the applicable indenture described in this
          prospectus that do not apply to the debt securities;

     o    the ranking of the specific series of debt securities relative to
          other outstanding indebtedness, including subsidiaries' debt;

     o    if the debt securities are subordinated, the aggregate amount of
          outstanding indebtedness, as of a recent date, that is senior to the
          subordinated securities, and any limitation on the issuance of
          additional senior indebtedness;

     o    the place where we will pay principal and interest;

     o    additional provisions, if any, relating to the defeasance of the debt
          securities;

     o    any United States federal income tax consequences, if material;

     o    the dates on which premium, if any, will be paid;

     o    our right, if any, to defer payment of interest and the maximum length
          of this deferral period;

     o    any listing of the debt securities on a securities exchange; and

     o    any other specific terms of the debt securities.

     We will issue the debt securities only in registered form. As currently
anticipated, debt securities of a series will trade in book-entry form, and
global notes will be issued in physical (paper) form, as described below under
"Global Securities."

Senior Debt

     We will issue senior debt securities under the senior debt indenture. These
senior debt securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.

Subordinated Debt

     We will issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinate and junior in right of
payment, to the extent set forth in the subordinated debt indenture, to all our
senior debt (both secured and unsecured).

     In general, the holders of all senior debt are first entitled to receive
payment of the full amount unpaid on senior debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.

     If we default in the payment of any principal of, or premium, if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.

     If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to us or our property, then all senior debt must be paid in
full before any payment may be made to any holders of subordinated debt
securities.

     Furthermore, if we default in the payment of the principal of and accrued
interest on any subordinated debt securities that is declared due and payable
upon an event of default under the subordinated debt indenture, holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.

     Senior debt means:

     o    the principal, premium, if any, interest and any other amounts owing
          in respect of indebtedness of the Company and/or of our subsidiaries
          that may guarantee our debt for money borrowed and indebtedness
          evidenced by securities, notes, debentures, bonds or other similar
          instruments issued by us, including the senior debt securities or
          letters of credit;

     o    all capitalized lease obligations;

     o    all hedging obligations;

     o    all obligations representing the deferred purchase price of property;
          and

     o    all deferrals, renewals, extensions and refundings of obligations of
          the type referred to above;

     but senior debt does not include:

     o    subordinated debt securities;

     o    any subsidiary guarantees of the subordinated debt securities; and

     o    any indebtedness that by its terms is subordinated to, or ranks on an
          equal basis with, our subordinated debt securities.

Covenants

     Amalgamation and Sale of Assets. We may not, in a single transaction or a
series of related transactions:

     o    consolidate, amalgamate or merge with or into any other person or
          permit any other person to consolidate, amalgamate or merge with or
          into us; or

     o    directly or indirectly, transfer, sell, lease or otherwise dispose of
          all or substantially all of our assets,

     unless, in either such case:

     o    in a transaction in which we do not survive or in which we sell, lease
          or otherwise dispose of all or substantially all of our assets, the
          successor entity to us is organized under the laws of the United
          States, or any state thereof or the District of Columbia, Bermuda, the
          Republic of Liberia, the Republic of Cyprus, the Republic of Malta,
          the Republic of Panama, the Republic of the Marshall Islands, a member
          state of the European Union or any other country recognized by the
          United States, and which expressly assumes, by a supplemental
          indenture executed and delivered to the indenture trustee in a form
          reasonably satisfactory to the indenture trustee, all of our
          obligations under the indenture;

     o    immediately before and after giving effect to the transaction, no
          default on the debt securities exists; and

     o    an officer's certificate and an opinion of counsel setting forth
          certain statements are delivered to the indenture trustee.

     Amalgamation and Sale of Assets by our subsidiaries that may guarantee our
debt securities. Where the terms of any debt securities we may issue provide, no
subsidiary that guarantees our debt may:

     o    consolidate or amalgamate or merge with or into any other person
          (other than us or another subsidiary that guarantees our debt); or

     o    directly or indirectly transfer, sell, lease or otherwise dispose of
          its properties and assets substantially as an entirety to any other
          person (other than to us or to another subsidiary that guarantees our
          debt),

     unless, in either such case:

     o    the entity formed by such consolidation or into which such subsidiary
          amalgamates or merges, or which acquires by transfer, sale or lease
          the properties and assets of such subsidiary substantially as an
          entirety, is organized under the laws of the United States or any
          state thereof or the District of Columbia, Bermuda, the Republic of
          Liberia, the Republic of Cyprus, the Republic of Malta, the Republic
          of Panama, the Republic of the Marshall Islands, a member state of the
          European Union or any other country recognized by the United States,
          and which expressly assumes, by a supplemental indenture executed and
          delivered to the indenture trustee in a form reasonably satisfactory
          to the indenture trustee, all of such subisidiary's obligations under
          the indenture;

     o    immediately before and after giving effect to the transaction, no
          default on the debt securities exists; and

     o    an officer's certificate and an opinion of counsel setting forth
          certain statements are delivered to the indenture trustee.

     Other Covenants. In addition, any offered series of debt securities may
have additional covenants which will be described in the prospectus supplement,
limiting or restricting, among other things:

     o    our ability to incur indebtedness;

     o    our ability to pay dividends and to repurchase or redeem our capital
          stock;

     o    our ability to create dividend and other payment restrictions
          affecting our subsidiaries;

     o    mergers and consolidations by us;

     o    sales of assets by us;

     o    our ability to enter into transactions with affiliates;

     o    our ability to incur liens; and

     o    our ability to enter into sale and leaseback transactions.

Modification of the Indentures

     Under the indentures, we and the relevant indenture trustee may amend the
indentures, without the consent of any holder of the debt securities to:

     o    cure ambiguities, defects or inconsistencies;

     o    comply with the covenant described under "Amalgamation and Sale of
          Assets";

     o    add to our covenants or to those of our subsidiaries who may guarantee
          the debt securities for the benefit of the holders of all or any
          series of debt securities (and if such covenants are to be for the
          benefit of less than all series of debt securities, stating that such
          covenants are expressly being included for the benefit of such series)
          or to surrender any rights or power conferred upon us or our
          subsidiaries;

     o    add any additional events of default for the benefit of the holders of
          all or a series of debt securities;

     o    establish the form or terms of debt securities of any series;

     o    provide for uncertificated debt securities in addition to or in place
          of certificated debt securities;

     o    add additional guarantors of the debt securities;

     o    secure the debt securities;

     o    to evidence the succession of another person to the Company and the
          assumption of the covenants in the indentures and in the debt
          securities by such successor;

     o    to make provisions with respect to conversion rights, if any;

     o    to add or change any provision of the indentures to permit the
          issuance of the debt securities in bearer form, registrable or not
          registrable as to principal, with or without interest coupons;

     o    appoint a successor indenture trustee under either indenture;

     o    add to, change or eliminate any provision of the indentures so long as
          such addition, change or elimination does not affect the rights of the
          holders; or

     o    to conform any provision of the indentures to the "Description of Debt
          Securities" contained in this prospectus or any similar provision in
          any prospectus supplement relating to an offer of debt securities
          under the indentures.

     We and the indenture trustee may, with the consent of the holders of at
least a majority in aggregate principal amount of the debt securities of a
series, modify the applicable indenture or the rights of the holders of the
securities of such series. However, no such modification may, without the
consent of each holder of an affected debt security:

     o    extend the fixed maturity of any such debt securities;

     o    reduce the rate or change the time of payment of interest on such debt
          securities;

     o    reduce the principal amount of such securities or the premium, if any,
          on such debt securities;

     o    change or waive the redemption provisions of such debt securities;

     o    change any obligation of ours to pay additional amounts;

     o    change any obligation of ours to maintain an office or agency;

     o    reduce the amount of the principal payable on acceleration of any debt
          securities issued originally at a discount;

     o    adversely affect the ranking on such debt securities;

     o    adversely affect the right, if any, to convert such debt securities;

     o    adversely affect the right of repayment or repurchase at the option of
          the holder;

     o    reduce or postpone any sinking fund or similar provision;

     o    change the currency or currency unit in which any such debt securities
          are payable or the right of selection thereof;

     o    impair the right to sue for the enforcement of any payment on such
          debt securities;

     o    reduce the percentage of debt securities of a series whose holders
          need to consent to the modification or a waiver; or

     o    with respect to subordinated debt securities, modify or change any
          provisions of the indenture or the related definitions affecting the
          subordination or ranking of any debt securities or any guarantees of
          our subsidiaries, in a manner which adversely affects the holders.

Defaults

     Each indenture provides that events of default regarding any series of debt
securities will be:

     o    our failure to pay required interest on any debt security of such
          series for 30 days;

     o    our failure to pay principal or premium, if any, on any debt security
          of such series when due;

     o    our failure to make any deposit of any sinking fund payment when due
          on debt securities of such series;

     o    our failure to perform for 30 days after notice any other covenant in
          the relevant indenture other than a covenant included in the relevant
          indenture solely for the benefit of a series of debt securities other
          than such series;

     o    a breach by us, or by our subsidiaries that may guarantee our debt
          securities, of the covenant with respect to amalgamation and sale of
          assets;

     o    our failure to pay beyond any applicable grace period, or the
          acceleration of, indebtedness in excess of a specified amount;

     o    a finding that a guarantee of our debt securities by any of our
          subsidiaries is unenforceable or invalid; and

     o    certain events of bankruptcy or insolvency, whether voluntary or not.

     If an event of default regarding debt securities of any series issued under
the indentures should occur and be continuing, either the indenture trustee or
the holders of 25% in the principal amount of outstanding debt securities of
such series may declare each debt security of that series due and payable. If an
event of default regarding debt securities results from certain events of
bankruptcy, insolvency or reorganization with respect to us, such amount with
respect to the debt securities will be due and payable immediately without any
declaration or other act on the part of the holders of outstanding debt
securities or the indenture trustee. We are required to file annually with the
indenture trustee a statement of an officer as to the fulfillment by us of our
obligations under the indenture during the preceding year.

     No event of default regarding one series of debt securities issued under an
indenture is necessarily an event of default regarding any other series of debt
securities.

     Holders of a majority in principal amount of the outstanding debt
securities of any series will be entitled to control certain actions of the
indenture trustee under the indentures and to waive past defaults regarding such
series. The indenture trustee generally cannot be required by any of the holders
of debt securities to take any action, unless one or more of such holders shall
have provided to the indenture trustee reasonable security or indemnity.

     If an event of default occurs and is continuing regarding a series of debt
securities, the indenture trustee may use any sums that it holds under the
relevant indenture for its own reasonable compensation and expenses incurred
prior to paying the holders of debt securities of such series.

     Before any holder of any series of debt securities may institute action for
any remedy, the holders of not less than 25% in principal amount of the debt
securities of that series outstanding must request the indenture trustee to take
action. Holders must also offer and give the satisfactory security and indemnity
against liabilities incurred by the indenture trustee for taking such action,
and the indenture trustee must have failed to institute any proceeding within 60
days after receiving such request and offer of indemnity. These limitations do
not apply, however, to a suit by a holder of any series of debt securities to
enforce payment of principal, interest or premium, if any, and the right to
convert such debt security, if applicable.

Subsidiary Guarantees

     Certain of our subsidiaries may guarantee the debt securities we offer. In
that case, the terms and conditions of the subsidiary guarantees will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus supplement, if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior indebtedness,
then the subsidiary guarantees will be subordinated to the senior indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.

Defeasance

     After we have deposited with the indenture trustee cash or government
securities, in trust for the benefit of the holders, sufficient to pay the
principal of, premium, if any, and interest on the debt securities of such
series when due, and satisfied certain other conditions, including receipt of an
opinion of counsel that holders will not recognize taxable gain or loss for
Federal income tax purposes, we may elect to have our obligations and those of
any guarantors of our obligations under the applicable indenture and any
guarantees discharged with respect to the outstanding debt securities of any
series ("defeasance and discharge"). Defeasance and discharge means that we will
be deemed to have paid and discharged the entire indebtedness represented by the
outstanding debt securities of such series under the applicable indenture,
except for:

     o    the rights of holders of the debt securities to receive principal,
          interest and any premium when due;

     o    our obligations with respect to the debt securities concerning issuing
          temporary debt securities, registration of transfer of debt
          securities, mutilated, destroyed, lost or stolen debt securities and
          the maintenance of an office or agency for payment for security
          payments held in trust;

     o    the rights, powers, trusts, duties and immunities of the indenture
          trustee; and

     o    the defeasance provisions of the indenture.

     Alternatively, we may elect to have our obligations released with respect
to certain covenants in the applicable indenture ("covenant defeasance"). Any
omission to comply with these obligations will not constitute a default or an
event of default with respect to the debt securities of any series. In the event
covenant defeasance occurs, certain events, not including non-payment,
bankruptcy and insolvency events, described under "Events of Default" will no
longer constitute an event of default for that series.

Global Securities

     The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository. In such a case, one
or more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part for
debt securities in definitive certificated form, a global security may not be
transferred except as a whole by the depository for the global security to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent filing.

     We expect that the following provisions will apply to depository
arrangements for any portion of a series of debt securities to be represented by
a global security. Any additional or different terms of the depository
arrangement will be described in an applicable subsequent filing.

     Upon the issuance of any global security, and the deposit of that global
security with or on behalf of the depository for the global security, the
depository will credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by that global security to
the accounts of institutions that have accounts with the depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to participating institutions or
persons that may hold interest through such participating institutions.
Ownership of beneficial interests by participating institutions in the global
security will be shown on, and the transfer of the beneficial interests will be
effected only through, records maintained by the depository for the global
security or by its nominee. Ownership of beneficial interests in the global
security by persons that hold through participating institutions will be shown
on, and the transfer of the beneficial interests within the participating
institutions will be effected only through, records maintained by those
participating institutions. The laws of some jurisdictions may require that
purchasers of securities take physical delivery of the securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in the global securities.

     So long as the depository for a global security, or its nominee, is the
registered owner of that global security, the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the
indenture. Accordingly, each person owning a beneficial interest in the global
security must rely on the procedures of the depository and, if such person is
not a participating institution, on the procedures of the participating
institution through which the person owns its interest, to exercise any rights
of a holder under the indenture.

     The depository may grant proxies and otherwise authorize participating
institutions to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial
interest in the global security desires to give any notice or take any action a
holder is entitled to give or take under the applicable indenture, the
depository would authorize the participating institutions to give the notice or
take the action, and participating institutions would authorize beneficial
owners owning through such participating institutions to give the notice or take
the action or would otherwise act upon the instructions of beneficial owners
owning through them.

     Unless otherwise specified in an applicable subsequent filings, payments of
principal, premium and interest on debt securities represented by global
security registered in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.

     We expect that the depository for any debt securities represented by a
global security, upon receipt of any payment of principal, premium or interest,
will credit participating institutions' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global security held through those participating institutions will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in street
names, and will be the responsibility of those participating institutions. None
of us, the trustees or any agent of ours or the trustees will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to those beneficial
interests.

     Unless otherwise specified in the applicable subsequent filings, a global
security of any series will be exchangeable for certificated debt securities of
the same series only if:

     o    the depository for such global securities notifies us that it is
          unwilling or unable to continue as depository or such depository
          ceases to be a clearing agency registered under the Exchange Act and,
          in either case, a successor depository is not appointed by us within
          90 days after we receive the notice or become aware of the
          ineligibility,

     o    we in our sole discretion determine that the global securities shall
          be exchangeable for certificated debt securities, or

     o    there shall have occurred and be continuing an event of default under
          the applicable indenture with respect to the debt securities of that
          series.

     Upon any exchange, owners of beneficial interests in the global security or
securities will be entitled to physical delivery of individual debt securities
in certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected to be
provided by the depository's relevant participating institutions to the
applicable trustee.

     In the event that the Depository Trust Company, or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's
partnership nominee.

     DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with DTC. DTC also
facilitates the settlement among participating institutions of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participating institutions'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participating institutions include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial relationship with a direct
participating institution, either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.

     To facilitate subsequent transfers, the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their registration in the name of Cede & Co. will effect no change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC's records reflect only the identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating institutions remain
responsible for keeping account of their holdings on behalf of their customers.

     Delivery of notices and other communications by DTC to direct participating
institutions, by direct participating institutions to indirect participating
institutions, and by direct participating institutions and indirect
participating institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect.

     Neither DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s consenting or
voting rights to those direct participating institutions to whose accounts the
debt securities are credited on the record date.

     If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the debt securities of a series represented by global securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.

     To the extent that any debt securities provide for repayment or repurchase
at the option of the holders thereof, a beneficial owner shall give notice of
any option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution's
interest in the global security or securities representing the interest, on
DTC's records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC's records.

     DTC may discontinue providing its services as securities depository for the
debt securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.

     We may decide to discontinue use of the system of book-entry transfers
through the securities depository. In that event, debt security certificates
will be printed and delivered as described above.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.

Governing Law

     Unless otherwise stated in the prospectus supplement, the debt securities
and the indentures will be governed by New York law.

Consent to Jurisdiction and Service

     The indentures provide that we and each of our subsidiaries that guaranty
our debt securities will appoint Seward & Kissel LLP as their agent for actions
arising out of or relating to the applicable indenture, the debt securities or
the related guarantees brought under Federal or state securities laws in any
Federal or state court located in New York, New York and will submit to such
jurisdiction. If for any reason Seward & Kissel LLP is unable to serve in such
capacity, we will appoint another agent reasonably satisfactory to the indenture
trustee.

Payment and Paying Agents

     Distributions on the debt securities other than those represented by global
notes will be made in the designated currency against surrender of the debt
securities at the principal corporate trust office or agency of the indenture
trustee in New York, New York. Payment will be made to the registered holder at
the close of business on the record date for such payment. Interest payments
will be made at the principal corporate trust office or agency of the indenture
trustee in New York, New York, or by a check mailed to the holder at his
registered address. Payments in any other manner will be specified in the
prospectus supplement.

Transfer and Exchange

     The debt securities may be presented for exchange, and debt securities
other than a global security may be presented for registration of transfer, at
the principal corporate trust office or agency of the indenture trustee in New
York, New York. Holders will not have to pay any service charge for any
registration of transfer or exchange of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with such registration of transfer or exchange of debt
securities.

                        DESCRIPTION OF PURCHASE CONTRACTS

     We may issue purchase contracts for the purchase or sale of:

     o    debt or equity securities issued by us or securities of third parties,
          a basket of such securities, an index or indices of such securities or
          any combination of the above as specified in the applicable prospectus
          supplement;

     o    currencies; or

     o    commodities.

     Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula, all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.

     The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, which payments may be deferred to the extent set
forth in the applicable prospectus supplement, and those payments may be
unsecured or prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such pre-paid purchase
contracts on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.

                              DESCRIPTION OF UNITS

     As specified in the applicable prospectus supplement, we may issue units
consisting of one or more purchase contracts, warrants, debt securities,
preferred shares, common shares or any combination of such securities. The
applicable prospectus supplement will describe:

     o    the terms of the units and of the purchase contracts, warrants, debt
          securities, preferred shares and common shares comprising the units,
          including whether and under what circumstances the securities
          comprising the units may be traded separately;

     o    a description of the terms of any unit agreement governing the units;
          and

     o    a description of the provisions for the payment, settlement, transfer
          or exchange or the units.

                                    EXPENSES

     The following are the estimated expenses of the issuance and distribution
of the securities being registered under the Registration Statement of which
this prospectus forms a part, all of which will be paid by us.

                        SEC registration fee                         $   37,978
                        Blue sky fees and expenses                   $    7,500
                        Printing and engraving expenses              $  150,000
                        Legal fees and expenses                      $  180,000
                        Rating agency fees                           $  100,000
                        Accounting fees and expenses                 $  150,000
                        Indenture trustee fees and experts           $   35,000
                        Transfer agent and registrar                 $   20,000
                        Miscellaneous                                $   75,000
                                                                      ---------

                        Total                                        $  755,478
                                                                      =========

                                  LEGAL MATTERS

     The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. and Marshall Islands law.

                                     EXPERTS

     The financial statements incorporated in this prospectus by reference from
our Annual Report on Form 20-F for the year ended December 31, 2004, filed with
the SEC on June 28, 2005 and any amendments thereto, have been audited by Ernst
& Young (Hellas) Certified Auditors Accountants S.A., independent registered
public accounting firm, as stated in their report, which is incorporated in this
prospectus by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

Government Filings

     We file annual and other information with the Securities and Exchange
Commission. You may read and copy any document that we file at the public
reference facilities maintained by the Commission at 100 Fifth Street, N.E.,
Room 1580, Washington, D.C. 20549. You may obtain information on the operation
of the public reference room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
Our SEC filings are also available on our website at http://www.toptankers.com.

Information Incorporated by Reference

     The SEC allows us to "incorporate by reference" information that we file
with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in this
document.

     We incorporate by reference our Annual Report on Form 20-F for the fiscal
year ended December 31, 2004, filed with the SEC on June 28, 2005, and amended
on June 30, 2005, which contains audited consolidated financial statements for
the most recent fiscal year for which those statements have been filed. We also
incorporate by reference the reports of our 2005 first quarter results, filed
with the SEC on Form 6-K on April 27, 2005. Additionally, we incorporate by
reference any future filings we will make with the SEC under the Securities
Exchange Act if such filings state that they are incorporated by reference into
this prospectus, until we file a post-effective amendment indicating that the
offering of securities made by this prospectus has been completed.

     You may request a free copy of the above mentioned filing or any subsequent
filing we incorporated by reference to this prospectus by writing or telephoning
us at the following address:

           TOP Tankers Inc.
           Attn: Eirini Alexandropoulou
           109-111 Messogion Avenue
           Politia Centre
           Athens 115 26 GR
           (011) (30) 210 69 78 000 http://www.toptankers.com

Information Provided by the Company

     We will furnish holders of our common stock with annual reports containing
audited financial statements and a report by our independent registered public
accounting firm. The audited financial statements will be prepared in accordance
with U.S. generally accepted accounting principles. As a "foreign private
issuer," we are exempt from the rules under the Securities Exchange Act
prescribing the furnishing and content of proxy statements to shareholders.
While we furnish proxy statements to shareholders in accordance with the rules
of the Nasdaq National Market, those proxy statements do not conform to Schedule
14A of the proxy rules promulgated under the Exchange Act. In addition, as a
"foreign private issuer," we are exempt from the rules under the Exchange Act
relating to short swing profit reporting and liability.
<PAGE>

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

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

Item 8. Indemnification of Directors and Officers.

     (1)  The By-Laws of the Registrant provide that any person who is or was a
          director or officer of the Registrant, or is or was serving at the
          request of the Registrant as a director or officer of another
          partnership, joint venture, trust or other enterprise shall be
          entitled to be indemnified by the Registrant upon the same terms,
          under the same conditions, and to the same extent as authorized by
          Section 60 of the Business Corporation Act of the Republic of The
          Marshall Islands, if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests of
          the Registrant, and, with respect to any criminal action or
          proceeding, had reasonable cause to believe his conduct was unlawful.

     Section 60 of the Associations Law of the Republic of the Marshall Islands
     provides as follows:

     Indemnification of directors and officers.

     (1)  Actions not by or in right of the corporation. A corporation shall
          have power to indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding whether civil, criminal, administrative or
          investigative (other than an action by or in the right of the
          corporation) by reason of the fact that he is or was a director or
          officer of the corporation, or is or was serving at the request of the
          corporation as a director or officer of another corporation,
          partnership, joint venture, trust or other enterprise, against
          expenses (including attorneys' fees), judgments, fines and amounts
          paid in settlement actually and reasonably incurred by him in
          connection with such action, suit or proceeding if he acted in good
          faith and in a manner he reasonably believed to be in or not opposed
          to the best interests of the corporation, and, with respect to any
          criminal action or proceeding, had no reasonable cause to believe his
          conduct was unlawful. The termination of any action, suit or
          proceeding by judgment, order, settlement, conviction, or upon a plea
          of no contest, or its equivalent, shall not, of itself, create a
          presumption that the person did not act in good faith and in a manner
          which he reasonably believed to be in or not opposed to the bests
          interests of the corporation, and, with respect to any criminal action
          or proceedings, had reasonable cause to believe that his conduct was
          unlawful.

     (2)  Actions by or in right of the corporation. A corporation shall have
          the power to indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action or suit by or in the right of the corporation to procure a
          judgment in its favor by reason of the fact that he is or was a
          director or officer of the corporation, or is or was serving at the
          request of the corporation, or is or was serving at the request of the
          corporation as a director or officer of another corporation,
          partnership, joint venture, trust or other enterprise against expenses
          (including attorneys' fees) actually and reasonably incurred by him or
          in connection with the defense or settlement of such action or suit if
          he acted in good faith and in a manner he reasonably believed to be in
          or not opposed to the best interests of the corporation and except
          that no indemnification shall be made in respect of any claims, issue
          or matter as to which such person shall have been adjudged to be
          liable for negligence or misconduct in the performance of his duty to
          the corporation unless and only to the extent that the court in which
          such action or suit was brought shall determine upon application that,
          despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the court shall deem
          proper.

     (3)  When director or officer successful. To the extent that a director or
          officer of a corporation has been successful on the merits or
          otherwise in defense of any action, suit or proceeding referred to in
          subsections (1) or (2) of this section, or in the defense of a claim,
          issue or matter therein, he shall be indemnified against expenses
          (including attorneys' fees) actually and reasonably incurred by him in
          connection therewith.

     (4)  Payment of expenses in advance. Expenses incurred in defending a civil
          or criminal action, suit or proceeding may be paid in advance of the
          final disposition of such action, suit or proceeding as authorized by
          the board of directors in the specific case upon receipt of an
          undertaking by or on behalf of the director or officer to repay such
          amount if it shall ultimately be determined that he is not entitled to
          be indemnified by the corporation as authorized in this section.

     (5)  Indemnification pursuant to other rights. The indemnification and
          advancement of expenses provided by, or granted pursuant to, the other
          subsections of this section shall not be deemed exclusive of any other
          rights to which those seeking indemnification or advancement of
          expenses may be entitled under any bylaw, agreement, vote of
          stockholders or disinterested directors or otherwise, both as to
          action in his official capacity and as to action in another capacity
          while holding such office.

     (6)  Continuation of indemnification. The indemnification and advancement
          of expenses provided by, or granted pursuant to, this section shall,
          unless otherwise provided when authorized or ratified, continue as to
          a person who has ceased to be a director, officer, employee or agent
          and shall inure to the benefit of the heirs, executors and
          administrators of such a person.

     (7)  Insurance. A corporation shall have the power to purchase and maintain
          insurance on behalf of any person who is or was a director or officer
          of the corporation or is or was serving at the request of the
          corporation as a director or officer against any liability asserted
          against him and incurred by him in such capacity whether or not the
          corporation would have the power to indemnify him against such
          liability under the provisions of this section.

Item 9. Exhibits

   Exhibit
    Number         Description
    ------         -----------

     1.1           Underwriting Agreement (for equity securities)*

     1.2           Underwriting Agreement (for debt securities)*

     4.1           Form of Common Stock Certificate+

     4.2           Preferred Share Certificate*

     4.3           Debt Securities Indenture (senior indenture)

     4.4           Debt Securities Indenture (subordinated indenture)

     5.1           Opinion of Seward & Kissel LLP, United States and Marshall
                   Islands counsel to TOP Tankers Inc. (the "Company") as to the
                   validity of the common stock, preferred stock, debt
                   securities, warrants, purchase contracts and units

     5.2           Opinion of Seward & Kissel LLP, with respect to certain tax
                   matters*

     12.1          Computation of ratio of earnings to fixed charges

     23.1          Consent of Seward & Kissel LLP (included in Exhibit 5.1)

     23.2          Consent of Ernst & Young (Hellas) Certified Auditors
                   Accountants S.A.

     24            Power of Attorney (contained in signature page)

     25.1          T-1 Statement of Eligibility (senior indenture)

     25.2          T-1 Statement of Eligibility (subordinated indenture)

*    To be filed either as an amendment or as an exhibit to a report filed
     pursuant to the Securities Exchange Act of 1934 of the Registrant and
     incorporated by reference into this Registration Statement.

+    Incorporated herein by reference to Exhibit 4 in the Registration Statement
     of TOP Tankers Inc. filed July 21, 2004 on Form F-1, Registration No.
     333-117213.

Item 10. Undertakings.

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  To file a post-effective amendment to the registration statement
               to include any financial statements required by Item 8.A. of Form
               20-F at the start of any delayed offering or throughout a
               continuous offering. Financial statements and information
               otherwise required by Section 10(a)(3) of the Act need not be
               furnished, provided, that the registrant includes in the
               prospectus, by means of a post-effective amendment, financial
               statements required pursuant to this paragraph (a)(4) and other
               information necessary to ensure that all other information in the
               prospectus is at least as current as the date of those financial
               statements. Notwithstanding the foregoing, with respect to
               registration statements on Form F-3, a post-effective amendment
               need not be filed to include financial statements and information
               required by Section 10(a)(3) of the Act or Rule 3-19 of this
               chapter if such financial statements and information are
               contained in periodic reports filed with or furnished to the
               Commission by the registrant pursuant to Section 13 or Section
               15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the Form F-3.

          (5)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Securities Exchange Act
               of 1934) that is incorporated by reference in the registration
               statement shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (6)  The undersigned registrant hereby undertakes to deliver or cause
               to be delivered with the prospectus, to each person to whom the
               prospectus is sent or given, the latest annual report, to
               security holders that is incorporated by reference in the
               prospectus and furnished pursuant to and meeting the requirements
               of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
               1934; and, where interim financial information required to be
               presented by Article 3 of Regulation S-X is not set forth in the
               prospectus, to deliver, or cause to be delivered to each person
               to whom the prospectus is sent or given, the latest quarterly
               report that is specifically incorporated by reference in the
               prospectus to provide such interim financial information.

          (7)  The undersigned registrant hereby undertakes to file an
               application for the purpose of determining the eligibility of the
               trustee to act under subsection (a) of Section 310 of the Trust
               Indenture Act in accordance with the rules and regulations
               prescribed by the Commission under Section 305(b)(2) of the Trust
               Indenture Act.
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        TOP TANKERS INC.


                                        /s/ EVANGELOS J. PISTIOLIS
                                        -------------------------------
                                        By: Evangelos J. Pistiolis
                                        Title: Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Evangelos J. Pistiolis, Stamatios
N. Tsantanis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on August
1, 2005 in the capacities indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ EVANGELOS J. PISTIOLIS   Director, President and Chief        August 1, 2005
- --------------------------   Executive Officer
Evangelos J. Pistiolis       (Principal Executive Officer)


/s/ THOMAS F. JACKSON        Director and Chairman of the         August 1, 2005
- -----------------------      Board
Thomas F. Jackson


/s/ STAMATIOS N. TSANTANIS   Director and Chief Financial         August 1, 2005
- --------------------------   Officer(Principal Financial
Stamatios N. Tsantanis       Officer and Principal
                             Accounting Officer)


/s/ VANGELIS G. IKONOMOU     Director and Executive Vice          August 1, 2005
- ------------------------     President
Vangelis G. Ikonomou


/s/ MICHAEL G. DOCHERTY      Director                             August 1, 2005
- -----------------------
Michael G. Docherty


/s/ CHRISTOPHER J. THOMAS    Director                             August 1, 2005
- -------------------------
Christopher J. Thomas


/s/ ROY GIBBS                Director                             August 1, 2005
- -----------------------
Roy Gibbs


/s/ EIRINI ALEXANDROPOULOU   Corporate Secretary                  August 1, 2005
- --------------------------
Eirini Alexandropoulou

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        TOP TANKER MANAGEMENT INC.


                                        By  /s/ GEORGE VRONTAKIS
                                            ---------------------------
                                            Name: George Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE VRONTAKIS         President and Director               August 1, 2005
- -----------------------
George Vrontakis


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- -----------------------
Smaro Zoulia


/s/ ANNITA HADJIPASCHALI     Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Annita Hadjipaschali

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        TOP TANKERS (UK) LIMITED


                                        By  /s/ George Economou
                                            ---------------------------
                                            Name: George Economou
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE ECONOMOU          Director                             August 1, 2005
- ------------------------
George Economou


/s/ ANNITA HADJIPASCHALI     Director                             August 1, 2005
- ------------------------
Annita Hadjipaschali

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        VERMIO SHIPPING COMPANY LIMITED


                                        By  /s/ PETROS VRONTAKIS
                                            ---------------------------
                                            Name: Petros Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ PETROS VRONTAKIS         President, Treasurer and             August 1, 2005
- ------------------------     Director
Petros Vrontakis


/s/ SMARO ZOULIA             Vice President, Secretary            August 1, 2005
- ------------------------     and Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        RUPEL SHIPPING COMPANY INC.


                                        By  /s/ PETROS VRONTAKIS
                                            ---------------------------
                                            Name: Petros Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ PETROS VRONTAKIS         President and Director               August 1, 2005
- ------------------------
Petros Vrontakis


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ ANNITA HADJIPASCHALI     Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Annita Hadjipaschali

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        GRAMOS SHIPPING COMPANY INC.


                                        By  /s/ PETROS VRONTAKIS
                                            ---------------------------
                                            Name: Petros Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ PETROS VRONTAKIS         President and Director               August 1, 2005
- ------------------------
Petros Vrontakis


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ ANNITA HADJIPASCHALI     Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Annita Hadjipaschali

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        OLYMPOS SHIPPING COMPANY LIMITED


                                        By  /s/ PETROS VRONTAKIS
                                            ---------------------------
                                            Name: Petros Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                               ----


/s/ PETROS VRONTAKIS         President and Director               August 1, 2005
- ------------------------
Petros Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        HELIDONA SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ PETROS VRONTAKIS
                                            ---------------------------
                                            Name: Petros Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                          Date
- ---------                    -----                          ----


/s/ PETROS VRONTAKIS         President and Director               August 1, 2005
- --------------------------
Petros Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- --------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- --------------------------   Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        KALIDROMO SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ PETROS VRONTAKIS
                                            ---------------------------
                                            Name: Petros Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ PETROS VRONTAKIS         President and Director               August 1, 2005
- --------------------------
Petros Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- --------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- --------------------------   Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        MYTIKAS SHIPPING COMPANY LIMITED


                                        By  /s/ ANNITA HADJIPASCHALI
                                            ---------------------------
                                            Name: Annita Hadjipaschali
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ ANNITA HADJIPASCHALI     President and Director               August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        LITOCHORO SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ ANNITA HADJIPASCHALI
                                            ---------------------------
                                            Name: Annita Hadjipaschali
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


Signature                    Title                                Date
- ---------                    -----                                ----

/s/ ANNITA HADJIPASCHALI     President and Director               August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        KISAVOS SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             President and Director               August 1, 2005
- ------------------------
Smaro Zoulia


/s/ STYLIANOS GIAMANIS       Vice President and Director          August 1, 2005
- ------------------------
Stylianos Giamanis


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PARNIS SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             President and Director               August 1, 2005
- ------------------------
Smaro Zoulia


/s/ STYLIANOS GIAMANIS       Vice President and Director          August 1, 2005
- ------------------------
Stylianos Giamanis


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        IMITOS SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             President and Director               August 1, 2005
- ------------------------
Smaro Zoulia


/s/ STYLIANOS GIAMANIS       Vice President and Director          August 1, 2005
- ------------------------
Stylianos Giamanis


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        FALAKRO SHIPPING COMPANY LIMITED


                                        By  /s/ GEORGE VRONTAKIS
                                            ---------------------------
                                            Name: George Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE VRONTAKIS         President and Director               August 1, 2005
- ------------------------
George Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PSILORITIS SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ GEORGE VRONTAKIS
                                            ---------------------------
                                            Name: George Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE VRONTAKIS         President and Director               August 1, 2005
- ------------------------
George Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PYLIO SHIPPING COMPANY LIMITED


                                        By  /s/ GEORGE VRONTAKIS
                                            ---------------------------
                                            Name: George Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE VRONTAKIS         President and Director               August 1, 2005
- ------------------------
George Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        IDI SHIPPING COMPANY LIMITED


                                        By  /s/ GEORGE VRONTAKIS
                                            ---------------------------
                                            Name: George Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE VRONTAKIS         President and Director               August 1, 2005
- ------------------------
George Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        TAYGETUS SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ GEORGE VRONTAKIS
                                            ---------------------------
                                            Name: George Vrontakis
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ GEORGE VRONTAKIS         President and Director               August 1, 2005
- ------------------------
George Vrontakis


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
Smaro Zoulia

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        VITSI SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             President and Director               August 1, 2005
- ------------------------
Smaro Zoulia


/s/ STYLIANOS GIAMANIS       Vice President and Director          August 1, 2005
- ------------------------
Stylianos Giamanis


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PARNASOS SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             President and Director               August 1, 2005
- ------------------------
Smaro Zoulia


/s/ STYLIANOS GIAMANIS       Vice President and Director          August 1, 2005
- ------------------------
Stylianos Giamanis


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PAGEON SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             Director                             August 1, 2005
- ---------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Director                             August 1, 2005
- ---------------------------
George Vrontakis


/s/ CYPROSERVUS CO. LIMITED  Secretary                            August 1, 2005
- ---------------------------
Cyproservus Co. Limited

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        VARDOUSIA SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             Director                             August 1, 2005
- ---------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Director                             August 1, 2005
- ---------------------------
George Vrontakis


/s/ CYPROSERVUS CO. LIMITED  Secretary                            August 1, 2005
- ---------------------------
Cyproservus Co. Limited

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PARNON SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             Director                             August 1, 2005
- ---------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Director                             August 1, 2005
- ---------------------------
George Vrontakis


/s/ CYPROSERVUS CO. LIMITED  Secretary                            August 1, 2005
- ---------------------------
Cyproservus Co. Limited

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        MENALO SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             Director                             August 1, 2005
- ---------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Director                             August 1, 2005
- ---------------------------
George Vrontakis


/s/ CYPROSERVUS CO. LIMITED  Secretary                            August 1, 2005
- ---------------------------
Cyproservus Co. Limited

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        PINTOS SHIPPING COMPANY LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             Director                             August 1, 2005
- ---------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Director                             August 1, 2005
- ---------------------------
George Vrontakis


/s/ CYPROSERVUS CO. LIMITED  Secretary                            August 1, 2005
- ---------------------------
Cyproservus Co. Limited

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        AGION OROS SHIPPING COMPANY
                                        LIMITED


                                        By  /s/ SMARO ZOULIA
                                            ---------------------------
                                            Name: Smaro Zoulia
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ SMARO ZOULIA             President and Director               August 1, 2005
- ------------------------
Smaro Zoulia


/s/ ANNITA HADJIPASCHALI     Vice President and Director          August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        GIONA SHIPPING COMPANY LIMITED


                                        By  /s/ ANNITA HADJIPASCHALI
                                            ---------------------------
                                            Name: Annita Hadjipaschali
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                                ----


/s/ ANNITA HADJIPASCHALI     President and Director               August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        LEFKA SHIPPING COMPANY LIMITED


                                        By  /s/ ANNITA HADJIPASCHALI
                                            ---------------------------
                                            Name: Annita Hadjipaschali
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                               ----


/s/ ANNITA HADJIPASCHALI     President and Director               August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- --------------------------   Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.

                                        AGRAFA SHIPPING COMPANY LIMITED


                                        By  /s/ ANNITA HADJIPASCHALI
                                            ---------------------------
                                            Name: Annita Hadjipaschali
                                            Title: President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                    Title                                Date
- ---------                    -----                               ----


/s/ ANNITA HADJIPASCHALI     President and Director               August 1, 2005
- ------------------------
Annita Hadjipaschali


/s/ SMARO ZOULIA             Vice President and Director          August 1, 2005
- ------------------------
Smaro Zoulia


/s/ GEORGE VRONTAKIS         Treasurer, Secretary and             August 1, 2005
- ------------------------     Director
George Vrontakis

                     AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.


                                        /s/ GREGORY F. LAVELLE
                                        -------------------------------
                                        Gregory F. Lavelle
<PAGE>

  Exhibits
    Filed                          DESCRIPTION
  Herewith                         -----------
  --------

                             Description of Exhibits
                             -----------------------

     4.3       Debt Securities Indenture (senior indenture)

     4.4       Debt Securities Indenture (subordinated indenture)

     5.1       Opinion of Seward & Kissel LLP, United States and Marshall
               Islands counsel to TOP Tankers Inc. (the "Company") as to the
               validity of the common stock, preferred stock, debt securities,
               warrants, purchase contracts and units

     12.1      Computation of ratio of earnings to fixed charges

     23.1      Consent of Seward & Kissel LLP (included in Exhibit 5.1)

     23.2      Consent of Ernst & Young (Hellas) Certified Auditors Accountants
               S.A.

     24        Power of Attorney (contained on signature page)

     25.1      T-1 Statement of Eligibility (senior indenture)

     25.2      T-1 Statement of Eligibility (subordinated indenture)

23116.0001 #586019v3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>d588569_ex4-3.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>
                                                                     Exhibit 4.3

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


                                TOP TANKERS INC.

                     the Subsidiary Guarantors named herein

                                       and

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                     Trustee



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



                                    INDENTURE


                           Dated as of ______________


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



                             Senior Debt Securities

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


<PAGE>


                                Table of Contents

                                                                            Page

ARTICLE I      Definitions and Other Provisions of General Application.......1

      Section 1.01   Definitions.............................................1
      Section 1.02   Compliance Certificates and Opinions....................8
      Section 1.03   Form of Documents Delivered to Trustee..................9
      Section 1.04   Acts of Holders; Record Dates...........................9
      Section 1.05   Notices, Etc., to Trustee, Company and Subsidiary
                     Guarantors.............................................11
      Section 1.06   Notice to Holders; Waiver..............................12
      Section 1.07   Conflict with Trust Indenture Act......................12
      Section 1.08   Effect of Headings and Table of Contents...............13
      Section 1.09   Successors and Assigns.................................13
      Section 1.10   Separability Clause....................................13
      Section 1.11   Benefits of Indenture..................................13
      Section 1.12   Governing Law..........................................13
      Section 1.13   Legal Holidays.........................................13
      Section 1.14   Consent to Service; Jurisdiction.......................14

ARTICLE II     Security AND SUBSIDIARY GUARANTEE Forms......................14

      Section 2.01   Forms Generally........................................14
      Section 2.02   Form of Face of Security...............................15
      Section 2.03   Form of Reverse of Security............................17
      Section 2.04   Form of Legend for Global Securities...................22
      Section 2.05   Form of Trustee's Certificate of Authentication........23
      Section 2.06   Form of Guarantee......................................23

ARTICLE III    The Securities...............................................26

      Section 3.01   Amount Unlimited; Issuable in Series...................26
      Section 3.02   Denominations..........................................29
      Section 3.03   Execution, Authentication, Delivery and Dating.........29
      Section 3.04   Temporary Securities...................................30
      Section 3.05   Registration, Registration of Transfer and Exchange....31
      Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities.......32
      Section 3.07   Payment of Interest; Interest Rights Preserved.........33
      Section 3.08   Persons Deemed Owners..................................34
      Section 3.09   Cancellation...........................................34
      Section 3.10   Computation of Interest................................35
      Section 3.11   CUSIP Numbers..........................................35

ARTICLE IV     Satisfaction and Discharge...................................35

      Section 4.01   Satisfaction and Discharge of Indenture................35
      Section 4.02   Application of Trust Money.............................36

ARTICLE V      Remedies.....................................................37

      Section 5.01   Events of Default......................................37
      Section 5.02   Acceleration of Maturity; Rescission and Annulment.....39
      Section 5.03   Collection of Indebtedness and Suits for
                     Enforcement by Trustee.................................40
      Section 5.04   Trustee May File Proofs of Claim.......................40
      Section 5.05   Trustee May Enforce Claims Without Possession of
                     Securities.............................................41
      Section 5.06   Application of Money Collected.........................41
      Section 5.07   Limitation on Suits....................................41
      Section 5.08   Unconditional Right of Holders to Receive
                     Principal, Premium and Interest and to Convert.........42
      Section 5.09   Restoration of Rights and Remedies.....................42
      Section 5.10   Rights and Remedies Cumulative.........................42
      Section 5.11   Delay or Omission Not Waiver...........................43
      Section 5.12   Control by Holders.....................................43
      Section 5.13   Waiver of Past Defaults................................43
      Section 5.14   Undertaking for Costs..................................43
      Section 5.15   Waiver of Usury, Stay or Extension Laws................44

ARTICLE VI     The Trustee..................................................44

      Section 6.01   Duties of Trustee......................................44
      Section 6.02   Rights of Trustee......................................45
      Section 6.03   Individual Rights of Trustee...........................46
      Section 6.04   Trustee's Disclaimer...................................46
      Section 6.05   Notice of Default......................................47
      Section 6.06   Reports by Trustee to Holders..........................47
      Section 6.07   Compensation and Indemnity.............................47
      Section 6.08   Replacement of Trustee.................................48
      Section 6.09   Successor Trustee by Merger, Etc.......................49
      Section 6.10   Eligibility; Disqualification..........................49
      Section 6.11   Preferential Collection of Claims against Company......49

ARTICLE VII    Holders' Lists and Reports by Trustee and Company............50

      Section 7.01   Company to Furnish Trustee Names and Addresses of
                     Holders................................................50
      Section 7.02   Preservation of Information; Communications to
                     Holders................................................50
      Section 7.03   Reports by Trustee.....................................50
      Section 7.04   Reports by Company.....................................51

ARTICLE VIII   Consolidation, AMALGAMATION, Conveyance, Transfer or
               Lease........................................................51

      Section 8.01   Company May Consolidate, Etc., Only on Certain
                     Terms..................................................51
      Section 8.02   Amalgamations, Mergers, Consolidations and Certain
                     Sales of Assets by Subsidiary Guarantors...............52
      Section 8.03   Successor Corporation Substituted......................53

ARTICLE IX     Supplemental Indentures......................................53

      Section 9.01   Supplemental Indentures Without Consent of Holders.....53
      Section 9.02   Supplemental Indentures with Consent of Holders........54
      Section 9.03   Execution of Supplemental Indentures...................56
      Section 9.04   Effect of Supplemental Indentures......................56
      Section 9.05   Conformity with Trust Indenture Act....................56
      Section 9.06   Reference in Securities to Supplemental Indentures.....56

ARTICLE X      Covenants....................................................57

      Section 10.01  Payment of Securities..................................57
      Section 10.02  Maintenance of Office or Agency........................57
      Section 10.03  Money for Securities Payments to Be Held in Trust......57
      Section 10.04  Corporate Existence....................................58
      Section 10.05  Compliance Certificate; Notice of Default..............59

ARTICLE XI     Redemption of Securities.....................................60

      Section 11.01  Applicability of Article...............................60
      Section 11.02  Election to Redeem; Notice to Trustee..................60
      Section 11.03  Selection by Trustee of Securities to Be Redeemed......60
      Section 11.04  Notice of Redemption...................................61
      Section 11.05  Deposit of Redemption Price............................61
      Section 11.06  Securities Payable on Redemption Date..................62
      Section 11.07  Securities Redeemed in Part............................62

ARTICLE XII    Sinking Funds................................................62
      Section 12.01  Applicability of Article...............................62
      Section 12.02  Satisfaction of Sinking Fund Payments with
                     Securities.............................................63
      Section 12.03  Redemption of Securities for Sinking Fund..............63

ARTICLE XIII   Subsidiary guarantee.........................................63

      Section 13.01  Subsidiary Guarantee...................................63
      Section 13.02  Execution and Delivery of Subsidiary Guarantees........65
      Section 13.03  Subsidiary Guarantors May Consolidate, Etc., on
                     Certain Terms..........................................66
      Section 13.04  Release of Subsidiary Guarantors.......................66
      Section 13.05  Additional Subsidiary Guarantors.......................66

ARTICLE XIV    Defeasance and Covenant Defeasance...........................67

      Section 14.01  Company's Option to Effect Defeasance or Covenant
                     Defeasance.............................................67
      Section 14.02  Defeasance and Discharge...............................67
      Section 14.03  Covenant Defeasance....................................68
      Section 14.04  Conditions to Defeasance or Covenant Defeasance........68
      Section 14.05  Deposited Money and U.S. Government Obligations to
                     be Held in Trust; Other Miscellaneous Provisions.......70
      Section 14.06  Reinstatement..........................................70

ARTICLE XV     CONVERSION OF SECURITIES.....................................71

      Section 15.01  Applicability; Conversion Privilege and Conversion
                     Price..................................................71
      Section 15.02  Exercise of Conversion Price...........................71
      Section 15.03  Fractions of Shares....................................72
      Section 15.04  Adjustment of Conversion Price.........................72
      Section 15.05  Notice of Adjustments of Conversion Price..............75
      Section 15.06  Notice of Certain Corporate Action.....................75
      Section 15.07  Company to Reserve Common Stock........................76
      Section 15.08  Taxes on Conversions...................................76
      Section 15.09  Covenant as to Common Stock............................77
      Section 15.10  Cancellation of Converted Securities...................77
      Section 15.11  Provisions in Case of Consolidation, Merger or
                     Sale of Assets.........................................77
      Section 15.12  Responsibility of Trustee..............................78


<PAGE>


          INDENTURE, dated as of ______________, among TOP Tankers Inc., a
Marshall Islands company (herein called the "Company"), having its principal
office at 109-111 Messogion Avenue, Politia Centre, Athens, Greece, each of the
Subsidiary Guarantors named herein and Manufacturers and Traders Trust Company,
as trustee (herein called the "Trustee").

                RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

          The Company, directly or indirectly, owns beneficially all or
substantially all of the Capital Stock of the entities set forth on the
signature page attached hereto (the "Subsidiary Guarantors"); the Company and
the Subsidiary Guarantors are members of the same consolidated group of
companies and are engaged in related businesses; the Subsidiary Guarantors will
derive direct and indirect economic benefits from the issuance of the
Securities; accordingly, each of the Subsidiary Guarantors has duly authorized
the execution and delivery of this Indenture to provide for the Subsidiary
Guarantee (as hereinafter defined) by each of them with respect to the
Securities as set forth in this Indenture.

          All things necessary to make this Indenture a valid and legally
binding agreement of the Company and the Subsidiary Guarantors, in accordance
with 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 thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01    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 United States generally
     accepted accounting principles, and, except as otherwise herein expressly
     provided, the term GAAP with respect to any computation required or
     permitted hereunder shall mean such accounting principles as are generally
     accepted at the date of such computation;

          (4) the words "Article" and "Section" refer to an Article and Section,
     respectively, of this Indenture;

          (5) 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; and

          (6) certain terms used principally in Articles VI, X, XIII, and XIV,
     are defined in those Articles.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified 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.

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

          "Board of Directors" means, with respect to the Company or a
Subsidiary Guarantor, either the board of directors of such Person or any duly
authorized committee of that board.

          "Board Resolution" means, with respect to the Company or a Subsidiary
Guarantor, a copy of a resolution certified by the Secretary or an Assistant
Secretary of such Person 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", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

          "Capital Lease Obligation" means, at any time any determination
thereof is made, the amount of the liability in respect of a capital lease that
would at such time be so required to be capitalized on the balance sheet in
accordance with generally accepted accounting principles.

          "Capital Stock", as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized, regardless of
whether such capital stock shall be limited to a fixed sum or percentage with
respect to the rights of the holders thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation.

          "Commission" means the Securities and Exchange Commission, 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" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which is not subject to redemption by the Company. However, subject
to the provisions of Section 3.01(17) and (18) and Section 15.09, shares
issuable on conversion of Securities shall include only shares of the class
designated as Common Stock of the Company at the date of this instrument or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, Vice Chairman of
the Board, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

          "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 as of the date hereof is located at Corporate Trust Services, 25 S.
Charles St., 16th Floor, Baltimore, MD 21201..

          "Corporation" means a corporation, association, company, joint-stock
company or business trust.

          "Covenant Defeasance" has the meaning specified in Section 14.03.

          "Defaulted Interest" has the meaning specified in Section 3.07.

          "Defeasance" has the meaning specified in Section 14.02.

          "Defeasible Series" has the meaning specified in Section 14.01.

          "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 3.01.

          "Event of Default" has the meaning specified in Section 5.01.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any statute successor thereto.

          "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting
profession.

          "Global Security" means a Security that evidences all or part of the
Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.

          "Guarantee" or "guarantee" by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing any Indebtedness 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 Indebtedness or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness, (ii) to purchase
property, securities or services for the purpose of assuring the holder of such
Indebtedness of the payment of such Indebtedness, 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 Indebtedness
(and "Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing); provided, however, 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.

          "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under interest rate swap agreements, interest rate
cap agreements, and interest rate collar agreements, and other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

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

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing Capital
Lease Obligations or the balance deferred and unpaid of the purchase price of
any property or representing any Hedging Obligations, except any such balance
that constitutes an accrued expense or trade payable, and all deferrals,
renewals, extensions and refundings of obligations of any of the foregoing, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, and also includes, to the
extent not otherwise included, the Guarantee of any indebtedness of such Person
or any other Person.

          "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,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.

          "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

          "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "Lien" means any mortgage, lien, pledge, charge, security interest, or
other encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under applicable law.

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

          "Notice of Default" means a written notice of the kind specified in
Section 5.01(5).

          "Obligations" means any principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President, the Chief Financial Officer, the Finance
Director, the Treasurer or an Assistant Treasurer, of the Company or of a
Subsidiary Guarantor, and delivered to the Trustee.

          "Opinion of Counsel" means, as to the Company or a Subsidiary
Guarantor, a written opinion of counsel, who may be counsel for the Company or
such Subsidiary Guarantor, and who shall be acceptable to the Trustee.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

               (2) 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 or any Subsidiary Guarantor) in trust or set aside
and segregated in trust by the Company or a Subsidiary Guarantor (if the Company
or such Subsidiary Guarantor 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;

               (3) Securities as to which Defeasance has been effected pursuant
to Section 14.02; and

               (4) Securities which have been paid pursuant to Section 3.06 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 bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

provided, however, 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, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof to such date pursuant to Section 5.02, (B) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.01 on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in Clause (A) above) of such Security, and (C)
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 actually 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 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.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

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

          "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable, as specified pursuant to
Section 3.01.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "Prospectus" means the Prospectus of the Company dated _________
relating to the offering from time to time 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.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

          "Responsible Officer", when used with respect to the Trustee, means
any vice president, any assistant treasurer, any trust officer or assistant
trust officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers 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 and who shall have direct responsibility
for the administration of this Indenture.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

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

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.07.

          "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Subsidiary Guarantees" means, with respect to the Securities of any
series, the guarantees with respect to the Securities of such series by a
Subsidiary Guarantor pursuant to Article XIII hereof or a supplemental indenture
hereto.

          "Subsidiary Guarantor" means, with respect to the Securities of any
series, any Subsidiary of the Company that provides a Subsidiary Guarantee with
respect to the Securities of such series in this Indenture or pursuant to a
supplemental indenture hereto.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
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.

          "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 or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean each Trustee with respect to
Securities of that series.

          "U.S. Government Obligations" has the meaning specified in Section
14.04.

          "Vice President", when used with respect to the Company, a Subsidiary
Guarantor or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president".

Section 1.02    Compliance Certificates and Opinions.

          Upon any application or request by the Company or by a Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company 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 Officer's 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 requirements set forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
provided for in Section 10.05) shall include

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

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

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

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

Section 1.03    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 or any subsidiary of
the Company stating that the information with respect to such factual matters is
in the possession of the Company or any subsidiary 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 1.04    Acts of Holders; Record Dates.

          Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted 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 agent 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 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

          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.

          The Company may, in the circumstances permitted by the Trust Indenture
Act, set any day as the record date for the purpose of determining the Holders
of Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities of such series. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date. With regard to any action that may be given or
taken hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a record
date is set pursuant to this paragraph, the Company may, at its option, set an
expiration date after which no such action purported to be given or taken by any
Holder shall be effective hereunder unless given or taken on or prior to such
expiration date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this paragraph, the Company
may, on one or more occasions at its option, extend such date to any later date.
Nothing in this paragraph shall prevent any Holder (or any duly appointed agent
thereof) from giving or taking, after any such expiration date, any action
identical to, or, at any time, contrary to or different from, the action or
purported action to which such expiration date relates, in which event the
Company may set a record date in respect thereof pursuant to this paragraph.
Nothing in this paragraph shall be construed to render ineffective any action
taken at any time by the Holders (or their duly appointed agents) of the
requisite principal amount of Outstanding Securities of the relevant series on
the date such action is so taken. Notwithstanding the foregoing or the Trust
Indenture Act, the Company shall not set a record date for, and the provisions
of this paragraph shall not apply with respect to, any notice, declaration or
direction referred to in the next paragraph.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, if an Event of Default with respect to
Securities of such series has occurred and is continuing and the Trustee shall
not have given such a declaration to the Company, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. Promptly
after any record date is set pursuant to this paragraph, the Trustee shall
notify the Company and the Holders of Outstanding Series of such series of any
such record date so fixed and the proposed action. The Holders of Outstanding
Securities of such series on such record date (or their duly appointed agents),
and only such Persons, shall be entitled to join in such notice, declaration or
direction, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration or direction shall have become
effective by virtue of Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents)
having joined therein on or prior to the 90th day after such record date, such
notice, declaration or direction shall automatically and without any action by
any Person be cancelled and of no further effect. Nothing in this paragraph
shall be construed to prevent a Holder (or a duly appointed agent thereof) from
giving, before or after the expiration of such 90-day period, a notice,
declaration or direction contrary to or different from, or, after the expiration
of such period, identical to, the notice, declaration or direction to which such
record date relates, in which event a new record date in respect thereof shall
be set pursuant to this paragraph. Nothing in this paragraph shall be construed
to render ineffective any notice, declaration or direction of the type referred
to in this paragraph given at any time to the Trustee and the Company by Holders
(or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such notice,
declaration or direction is so given.

          Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

Section 1.05    Notices, Etc., to Trustee, Company and Subsidiary Guarantors.

          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 or any Subsidiary
     Guarantor shall be sufficient for every purpose hereunder if made, given,
     furnished or filed in writing (which may be via facsimile) to or with the
     Trustee at its Corporate Trust Office, Attention: Dante M. Monakil, or

          (2) the Company or any Subsidiary Guarantor 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 1.06    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 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 1.07    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 a
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. Wherever this Indenture refers to a provision of the Trust Indenture
Act, such provision is incorporated by reference in and made a part of this
Indenture.

          The following Trust Indenture Act terms used in this Indenture have
the following meanings:

          "commission" means the United States Securities and Exchange
          Commission;

          "indenture securities" means the Securities;

          "indenture security holder" means a Holder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor on the indenture securities" means the Company, the
          Subsidiary Guarantors and any other obligor on the Securities.

          All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by the Trust Indenture Act
referenced to another statute or defined by any Commission Rule and not
otherwise defined herein have the meanings defined to them thereby.

Section 1.08    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 1.09 Successors and Assigns.

          All covenants and agreements in this Indenture by the Company or any
Subsidiary Guarantor shall bind its respective 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, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 1.12    Governing Law.

          This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the law of the State of New York,
but without regard to principles of conflicts of laws.

Section 1.13    Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert his Securities shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) or conversion of the Securities need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, or on such last day for conversion, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

Section 1.14    Consent to Service; Jurisdiction.

          (a) The Company, each Subsidiary Guarantor and the Trustee agree that
any legal suit, action or proceeding arising out of or relating to this
Indenture, and the Company and each Subsidiary Guarantor agree that any legal
suit, action or proceeding arising out of or relating to the Securities, may be
instituted in any federal or state court in the Borough of Manhattan, the City
of New York. Each of the Company, each Subsidiary Guarantor and the Trustee
waives any objection which it may now or hereafter have to the laying of the
venue of any such legal suit, action or proceeding, waives any immunity from
jurisdiction or to service of process in respect of any such suit, action or
proceeding, and irrevocably submits to the exclusive jurisdiction of any such
court in any such suit, action or proceeding.

          (b) Each of the Company and each Subsidiary Guarantor hereby
designates and appoints Seward & Kissel LLP as its authorized agent upon which
process may be served in any legal suit, action or proceeding arising out of or
relating to this Indenture or the Securities which may be instituted in any
federal or state court in the Borough of Manhattan, the City of New York, and
agrees that service of process upon such agent, and written notice of said
service to the Company and the Subsidiary Guarantors by the Person serving the
same, shall be deemed in every respect effective service of process upon the
Company and the Subsidiary Guarantors in any such suit, action or proceeding and
further designates its domicile, the domicile of New York, New York specified
above and any domicile it may have in the future as its domicile to receive any
notice hereunder (including service of process). Service of process, to be
effective upon the Trustee, must be served at the Trustee's Corporate Trust
Office. If for any reason Seward & Kissel LLP (or any successor agent for this
purpose) shall cease to act as agent for service of process as provided above,
the Company and the Subsidiary Guarantors will promptly appoint a successor
agent for this purpose reasonably acceptable to the Trustee. The Company and the
Subsidiary Guarantors agree to take any and all actions necessary to maintain
such designation and appointment of such agent in full force and effect.

                                   ARTICLE II

                     SECURITY AND SUBSIDIARY GUARANTEE FORMS

Section 2.01    Forms Generally.

          The Securities of each series and the Subsidiary Guarantees to be
endorsed thereon shall be in substantially the form set forth in this Article,
or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case 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 or Subsidiary Guarantees, as the case may be, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

          The definitive Securities and the Subsidiary Guarantees to be endorsed
thereon shall be printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the officers executing
such Securities or Subsidiary Guarantees, as the case may be, as evidenced by
their execution of such Securities.

Section 2.02    Form of Face of Security.

          [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                                TOP TANKERS INC.


No.____________________                                              $_________

          TOP Tankers Inc., a Marshall Islands company (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________________________________, or registered assigns, the principal
sum of ___________________ ___________________ Dollars on
____________________________ ___________________________ [if the Security is to
bear interest prior to Maturity, insert --, and to pay interest thereon from
_______________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ____________ and
____________ in each year, commencing __________ at the rate of ____% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert --, and at the rate of ____% per annum on any overdue principal and
premium and on any overdue installment of interest]. 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 one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the _______ or
_______ (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 one or more
Predecessor Securities) 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 of this series
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 of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

          [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal of this Security shall bear
interest at the rate of ____% per annum, which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of _______% per annum, which shall accrue from the
date of such demand for payment to the date payment of such interest has been
made or duly provided for, and such interest shall also be payable on demand.]

          Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _____________, 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 [if applicable, insert --;
provided, however, 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].

          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.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.



Dated:

                                                    TOP TANKERS INC.



                                                    By:
                                                        --------------------
                                                        Name:
                                                        Title:


<PAGE>


Attest:


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


Section 2.03    Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _______________ (herein called the
"Indenture"), among the Company, the Subsidiary Guarantors named therein and
Manufacturers and Traders Trust Company, 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 Subsidiary Guarantors, the Trustee and
the Holders of the Securities and of the terms upon which the Securities and the
Subsidiary Guarantees endorsed thereon are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if
applicable insert --, limited in aggregate principal amount to $___________].
- --------------------

          [If applicable, insert -- Subject to and upon compliance with the
provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time on or before the close of business on __________, or in case
this Security or a portion hereof is called for redemption, then in respect of
this Security or such portion hereof until and including, but (unless the
Company defaults in making the payment due upon redemption) not after, the close
of business on the 10th calendar day before the Redemption Date, to convert this
Security (or any portion of the principal amount hereof which is $1,000 or an
integral multiple thereof), at the principal amount hereof, or of such portion,
into fully paid and non-assessable shares (calculated as to each conversion to
the nearest 1/100 of a share) of Common Stock of the Company at a conversion
price per share of Common Stock equal to $_____ per each share of Common Stock
(or at the current adjusted conversion price if an adjustment has been made as
provided in the Indenture) by surrender of this Security, duly endorsed or
assigned to the Company or in blank, to the Company at its office or agency in
_________, accompanied by written notice to the Company that the Holder hereof
elects to convert this Security, or if less than the entire principal amount
hereof is to be converted, the portion hereof to be converted, and, in case such
surrender shall be made during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date (unless this Security or the portion
thereof being converted has been called for redemption on a Redemption Date
within such period), also accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of this Security then being converted. Subject to the
aforesaid requirement for payment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion. No fractions of shares
or scrip representing fractions of shares will be issued on conversion, but
instead of any fractional interest the Company shall pay a cash adjustment as
provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of shares of Common Stock into
which this Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).]

          [If applicable insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year 20__ and ending with the
year 20__ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if applicable
insert on or after ___________, 20__], 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 [if applicable insert -- on or before
_______________, __%, and if redeemed] during the 12-month period beginning
_____________ of the years indicated,


Year          Redemption Price         Year              Redemption Price
- ----          ----------------         ----              ----------------




and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
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 one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning _____________ of the years indicated,

                                                        Redemption Price
                     Redemption Price                    For Redemption
                  For Redemption Through             Otherwise Than Through
Year           Operation of the Sinking Fund      Operation of the Sinking Fund
- ----          ------------------------------     -------------------------------




and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to 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 one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

          [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ____________ redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _____% per annum.]

          [If applicable, insert -- The sinking fund for this series provides
for the redemption on ____________ in each year beginning with the year _______
and ending with the year _____ of [if applicable, insert -- not less than
$____________ "mandatory sinking fund") and not more than] $________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through (if applicable,
insert -- mandatory] sinking fund payments [if applicable, insert -- and
Securities surrendered for conversion] may be credited against subsequent [if
applicable, insert -- mandatory] sinking fund payments otherwise required to be
made [if applicable, insert -- in the inverse order in which they become due.]

          [If the Security is subject to redemption of any kind, insert -- In
the event of redemption or conversion of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed or
unconverted portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

          [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of (l) the entire indebtedness of this Security or (2)
certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the
Indenture.]

          [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest all of the
Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]

          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 Subsidiary Guarantors and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company, the Subsidiary Guarantors and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company or
the Subsidiary Guarantors 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.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

          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 or to convert this Security as provided in the
Indenture.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, 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
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series 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 of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor 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 Security Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, the Subsidiary Guarantors, the Trustee and any agent of
the Company, the Subsidiary Guarantors 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 Subsidiary
Guarantors, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

          [If applicable, insert

                           FORM OF CONVERSION NOTICE]

To:  TOP TANKERS INC.

          The undersigned owner of this Security hereby irrevocably exercises
the option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of TOP
Tankers Inc., in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities, representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.

Dated:

Fill in for registration of
   shares of Common Stock and
   Securities if to be issued
   otherwise than to the registered holder.
                                                    Principal Amount to be
                                                      converted (in an
                                                      integral multiple of
                                                      $1,000, if less than all):
                                                    $

- -------------------------------
Name


- -------------------------------
Address


- -------------------------------                     ----------------------------
(Please print name and                               Signature
 address, including zip code
 number)


SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING                        [SIGNATURE GUARANTEED --
NUMBER                                         required only if Common
                                               Stock and Securities are to be
                                               issued and delivered to other
                                               than registered holder]
[____________________________]


Section 2.04    Form of Legend for Global Securities.

          Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

          This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary or a nominee thereof and no such transfer may be registered, except
in the limited circumstances described in the Indenture. Every Security
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.

Section 2.05    Form of Trustee's Certificate of Authentication.

          The Trustee's certificates of authentication shall be in substantially
the following form:

          This is one of the Securities of the series designated herein with the
Subsidiary Guarantees endorsed hereon and referred to in the within-mentioned
Indenture.

                                      MANUFACTURERS AND TRADERS TRUST COMPANY,
                                      as Trustee


                                      By:
                                         --------------------------
                                           Authorized Signatory

                                      Dated:
                                             ----------------------

Section 2.06    Form of Guarantee.

                                    GUARANTEE

          For value received, each of the Subsidiary Guarantors listed below
hereby jointly and severally unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed, and to the Trustee on behalf of
such Holder, the due and punctual payment of the principal of (and premium, if
any) and interest on such Security when and as the same shall become due and
payable, whether at the Stated Maturity, by acceleration, call for redemption,
purchase or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of the Company punctually to make
any such payment, each of the Subsidiary Guarantors hereby jointly and severally
agrees to cause such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, purchase or otherwise, and as if such payment were made by the
Company.

          Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of such Security or the Indenture, the
absence of any action to enforce the same or any release or amendment or waiver
of any term of any other Guarantee of, or any consent to departure from any
requirement of any other Guarantee of all or of any of the Securities, the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of the Bankruptcy Code of the application of Section 1111(b)(2) of the
Bankruptcy Code, any borrowing or grant of a security interest by the Company,
as debtor-in-possession, under Section 364 of the Bankruptcy Code, the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the claims of the Trustee or any of the Holders for payment of any of the
Securities, any waiver or consent by the Holder of such Security or by the
Trustee or either of them with respect to any provisions thereof or of the
Indenture, the obtaining of any judgment against the Company or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each of the Subsidiary
Guarantors hereby waives the benefits of diligence, presentment, demand of
payment, any requirement that the Trustee or any of the Holders exhaust any
right or take any action against the Company or any other Person, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium, if any) or
interest on such Security, whether at the Stated Maturity, by acceleration, call
for redemption, purchase or otherwise, legal proceedings may be instituted by
the Trustee on behalf of, or by, the Holder of such Security, subject to the
terms and conditions set forth in the Indenture, directly against each of the
Subsidiary Guarantors to enforce this Subsidiary Guarantee without first
proceeding against the Company. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default, the Trustee or
any of the Holders are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Securities, to collect
interest on the Securities, or to enforce or exercise any other right or remedy
with respect to the Securities, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

          No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Security upon which this Subsidiary Guarantee is endorsed.

          Each Subsidiary Guarantor shall be subrogated to all rights of the
Holder of this Security against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on this Security and all other Securities
issued under the Indenture shall have been paid in full.

          This Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Securities whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

          The Subsidiary Guarantors shall have the right to seek contribution
from any non-paying Subsidiary Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

          The Subsidiary Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to certain
conditions provided in the Indenture.

          By delivery of a Supplemental Indenture to the Trustee in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of the Indenture will be deemed to have executed and delivered
this Guarantee for the benefit of the Holder of this Security with the same
effect as if such Subsidiary Guarantor was named below.

          All terms used in this Subsidiary Guarantee which are defined in the
Indenture referred to in the Security upon which this Subsidiary Guarantee is
endorsed shall have the meanings assigned to them in such Indenture.

          This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

          Reference is made to Article XIII of the Indenture for further
provisions with respect to this Subsidiary Guarantee.

          THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Subsidiary Guarantee to be duly executed.


                                   [Insert Subsidiary Guarantors, as applicable]

                                    Each as Subsidiary Guarantor


                                    By:
                                       ---------------------------
                                            Authorized Signatory


                                  ARTICLE III

                                 THE SECURITIES

Section 3.01    Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

          (1) the title of the Securities of the series, including CUSIP Numbers
     (which shall distinguish the Securities of the series from Securities of
     any other series);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for
     any Securities which, pursuant to Section 3.03, are deemed never to have
     been authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (4) the date or dates on which the principal of the Securities of the
     series is payable;

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which any such interest shall be payable and
     the Regular Record Date for any interest payable on any Interest Payment
     Date;

          (6) the place or places where the principal of and any premium and
     interest on Securities of the series shall be payable;

          (7) the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

          (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) the currency, currencies or currency units in which payment of
     the principal of and any premium and interest on any Securities of the
     series shall be payable if other than the currency of the United States of
     America and the manner of determining the equivalent thereof in the
     currency of the United States of America for purposes of the definition of
     "Outstanding" in Section 1.01;

          (11) if the amount of payments of principal of or any premium or
     interest on any Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (12) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or a Holder
     thereof, in one or more currencies or currency units other than that or
     those in which the Securities are stated to be payable, the currency,
     currencies or currency units in which payment of the principal of and any
     premium and interest on Securities of such series as to which such election
     is made shall be payable, and the periods within which and the terms and
     conditions upon which such election is to be made;

          (13) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02;

          (14) the applicability, nonapplicability, or variation, of Article
     XIII with respect to the Securities of such Series;

          (15) if applicable, that the Securities of the series shall be subject
     to either or both of Defeasance or Covenant Defeasance as provided in
     Article XIV; provided that no series of Securities that is convertible into
     Common Stock as provided in Article XV or convertible into or exchangeable
     for any other securities pursuant to Section 3.01(18) shall be subject to
     Defeasance pursuant to Section 14.02;

          (16) if and as applicable, that the Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the Depositary or Depositaries for such Global Security
     or Global Securities and any circumstances other than those set forth in
     Section 3.05 in which any such Global Security may be transferred to, and
     registered and exchanged for Securities registered in the name of, a Person
     other than the Depositary for such Global Security or a nominee thereof and
     the name in which any such transfer may be registered;

          (17) the terms and conditions, if any, pursuant to which the
     Securities are convertible into Common Stock of the Company pursuant to
     Article XV, and any variation thereof;

          (18) the terms and conditions, if any, pursuant to which the
     Securities are convertible into or exchangeable for any other securities;

          (19) any addition to or change in the Events of Default set forth in
     Section 5.01 or the covenants set forth in Article X which applies to
     Securities of the series;

          (20) any requirements for Subsidiary Guarantees by any Subsidiary
     Guarantors; and

          (21) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 9.01(5)).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.03) set
forth, or determined in the manner provided, in the Officer's Certificate
referred to above or in any such indenture supplemental hereto.

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of the series.

          The Company may, from time to time, by adoption of a Board Resolution
and subject to compliance with any other applicable provisions of this
Indenture, without the consent of the Holders, create and issue pursuant to this
Indenture additional securities of any series of Securities ("Add On
Securities") having terms and conditions identical to those of such series of
Outstanding Securities, except that such Add On Securities:

               (i) may have a different issue date from such series of
Outstanding Securities;

               (ii) may have a different amount of interest payable on the first
Interest Payment Date after issuance than is payable on such series of
Outstanding Securities; and

               (iii) may have terms specified in such Board Resolution for such
Add On Securities making appropriate adjustments to this Article III applicable
to such Add On Securities in order to conform to and ensure compliance with the
Securities Act (or applicable securities laws) which are not adverse in any
material respect to the Holder of any Outstanding Securities (other than such
Add On Securities) and which shall not affect the rights or duties of the
Trustee.

Section 3.02    Denominations.

          The Securities of each series shall be issuable only in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 3.01. In the absence of any such specified denomination with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

Section 3.03     Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents under its corporate seal reproduced thereon attested by its
Chief Financial Officer, Finance Director, its Treasurer or an Assistant
Treasurer, its Secretary or one of its Assistant Secretaries. 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 any time the proper officers of the Company 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 of any Series executed by the
Company and having endorsed thereon the Subsidiary Guarantees executed pursuant
to Section 13.02 by the Subsidiary Guarantors to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities with the Subsidiary Guarantees endorsed thereon, and the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities
with the Subsidiary Guarantees endorsed thereon. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating,

          (1) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 2.01, that such form has been
     established in conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 3.01, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (3) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

          Each Security shall be dated the date of its authentication. No
Security or Subsidiary Guarantee 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 and the Subsidiary Guarantees endorsed thereon have been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.09, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 3.04    Temporary Securities.

          Pending the preparation of definitive Securities of any series, 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 having endorsed thereon the Subsidiary Guarantees substantially
of the tenor of the definitive Subsidiary Guarantees in lieu of which they are
issued duly executed by the Subsidiary Guarantors and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities and Subsidiary Guarantees may determine, as evidenced
by their execution of such Securities and Subsidiary Guarantees.

          If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and having endorsed thereon Subsidiary
Guarantees of the same tenor executed by the Subsidiary Guarantors. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.

Section 3.05    Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being 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. The Trustee 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 of any
series at the office or agency in a Place of Payment for that series, 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
the same series, of any authorized denominations and of a like tenor and
aggregate principal amount, each such Security having endorsed thereon the
Subsidiary Guarantees executed by the Subsidiary Guarantors.

          At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like tenor and aggregate principal amount, and having the Subsidiary Guarantee
endorsed thereon executed by each Subsidiary Guarantor, 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, the Subsidiary
Guarantors shall execute the Subsidiary Guarantees endorsed on, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

          All Securities and the Subsidiary Guarantees endorsed thereon issued
upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Company and the respective Subsidiary Guarantors, evidencing
the same debt and Subsidiary Guarantees, and entitled to the same benefits under
this Indenture, as the Securities and Subsidiary Guarantees 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 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 Security Registrar 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 3.04, 9.06 or 11.07 not
involving any transfer.

          The Company shall not be required (1) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and ending
at the close of business on the day of such mailing, or (2) 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.

          Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(1) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered under the Exchange Act, (2) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
transferable, registrable and exchangeable, and such transfers shall be
registrable, (3) there shall have occurred and be continuing an Event of Default
with respect to the Securities evidenced by such Global Security or (4) there
shall exist such other circumstances, if any, as have been specified for this
purpose as contemplated by Section 3.01. Notwithstanding any other provision in
this Indenture, a Global Security to which the restriction set forth in the
preceding sentence shall have ceased to apply may be transferred only to, and
may be registered and exchanged for Securities registered only in the name or
names of, such Person or Persons as the Depositary for such Global Security
shall have directed and no transfer thereof other than such a transfer may be
registered.

          Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security to which the
restriction set forth in the first sentence of the preceding paragraph shall
apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security.

Section 3.06    Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute, the Subsidiary Guarantors shall execute the Subsidiary Guarantees
endorsed thereon, and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and 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, each Subsidiary Guarantor 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 bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding and
having endorsed thereon the Subsidiary Guarantees executed by the Subsidiary
Guarantors.

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

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

          Every new Security of any series issued pursuant to this Section in
exchange for any mutilated Security or in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company and the respective Subsidiary Guarantors, whether or not the mutilated,
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 of that series duly issued
hereunder.

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

Section 3.07    Payment of Interest; Interest Rights Preserved.

          Except as otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, 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 one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

          Any interest on any Security of any series 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 of such series (or their
     respective Predecessor Securities) 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 of such series 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 of Securities of
     such series 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 of such series (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following Clause (2).

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

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

          Subject to the provisions of Section 15.02, in the case of any
Security which is converted after any Regular Record Date and on or prior to the
next succeeding Interest Payment Date, interest whose Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Security which is
converted, interest whose Stated Maturity is after the date of conversion of
such Security shall not be payable.

Section 3.08    Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Subsidiary Guarantors, the Trustee and any agent of the
Company, the Subsidiary Guarantors 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 any premium and (subject to Section
3.07) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Subsidiary
Guarantors, the Trustee nor any agent of the Company, the Subsidiary Guarantors
or the Trustee shall be affected by notice to the contrary.

Section 3.09    Cancellation.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or conversion or for credit against any sinking fund
payment 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 may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, 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 disposed of by
the Trustee in its customary manner.

Section 3.10    Computation of Interest.

          Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series 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 in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption 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 and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any changes in the "CUSIP" numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01    Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of conversion, registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, 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 3.06 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) 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

                    (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 and/or a Subsidiary Guarantor, in
               the case of (i), (ii) or (iii) above, has deposited or caused to
               be deposited with the Trustee as trust funds in trust for the
               purpose an amount sufficient to pay and discharge the entire
               indebtedness on such Securities not theretofore delivered to the
               Trustee for cancellation, for principal and any premium 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 and/or a Subsidiary Guarantor has paid or caused to be
     paid all other sums payable hereunder by the Company and the Subsidiary
     Guarantors; and

          (3) the Company has delivered to the Trustee an Officer's 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, the
obligations of the Company to the Trustee under Section 6.07, 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 Section 4.02, shall
survive such satisfaction and discharge.

Section 4.02    Application of Trust Money.

          All money deposited with the Trustee pursuant to Section 4.01 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 any
premium and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE V

                                    REMEDIES

Section 5.01    Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
any series, 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 any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

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

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series; or

          (4) default in the performance, or breach, of Section 8.01 or Section
     8.02; 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 or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), 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 principal amount of the Outstanding Securities of that series 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) the Company shall fail to pay any Indebtedness in excess of
     $[__________] owing by the Company, or any interest or premium thereon,
     when due (whether by scheduled maturity, required prepayment, acceleration,
     demand or otherwise), and such failure shall continue after the applicable
     grace period, if any, specified in the agreement or instrument relating to
     such Indebtedness, or the Company shall fail to perform any term, covenant
     or agreement on its part to be performed under any agreement or instrument
     evidencing or securing or relating to any such Indebtedness, if the effect
     of such failure in either case is that the maturity of such Indebtedness is
     duly accelerated, without such Indebtedness having been discharged or such
     acceleration having been rescinded or annulled, in each such case, within a
     period of 10 days after there shall have been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by Holders of at least 25% in principal amount of the Outstanding
     Securities of that series, a written notice specifying such default and
     requiring the Company to cause such Indebtedness to be discharged or cause
     such acceleration to be rescinded or annulled, as the case may be, and
     stating that such notice is a "Notice of Default" hereunder (the Trustee
     shall not be deemed to have knowledge of a default under this subsection
     (6) unless it shall have actual knowledge thereof); provided, however,
     that, subject to the provisions of Sections 6.01 and 6.05, the Trustee
     shall not be deemed to have knowledge of such failure to pay unless either
     (A) a Responsible Officer of the Trustee shall have actual knowledge of
     such failure to pay or (B) the Trustee shall have received written notice
     thereof from the Company, from any Holder, from the holder of any such
     Indebtedness or from the trustee thereunder; or

          (7) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or any Subsidiary
     Guarantor that is a Significant Subsidiary in an involuntary case or
     proceeding under any applicable Federal, State or foreign bankruptcy,
     insolvency, reorganization or other similar law or (B) a decree or order
     adjudging the Company or any Subsidiary Guarantor that is a Significant
     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 Subsidiary Guarantor that is a
     Significant Subsidiary under any applicable Federal, State or foreign law,
     or appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or any Subsidiary
     Guarantor that is a Significant Subsidiary or of any substantial part of
     its property, or ordering the winding up or liquidation of its affairs, 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 90 consecutive days;
     or

          (8) the commencement by the Company or any Subsidiary Guarantor that
     is a Significant Subsidiary of a voluntary case or proceeding under any
     applicable Federal, State or foreign 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 it to the entry of a decree or
     order for relief in respect of the Company or any Subsidiary Guarantor that
     is a Significant Subsidiary in an involuntary case or proceeding under any
     applicable Federal, State or foreign bankruptcy, insolvency, reorganization
     or other similar law or to the commencement of any bankruptcy or insolvency
     case or proceeding against it, or the filing by it of a petition or answer
     or consent seeking reorganization or relief under any applicable Federal,
     State or foreign law, or the consent by it to the filing of such petition
     or to the appointment of or taking possession by a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or any Subsidiary Guarantor that is a Significant Subsidiary or
     of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it 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 Subsidiary Guarantor that
     is a Significant Subsidiary in furtherance of any such action; or

          (9) except as permitted by the terms hereof and the Securities, the
     cessation of effectiveness of any Subsidiary Guarantee of a Significant
     Subsidiary or the finding by any judicial proceeding that any such
     Subsidiary Guarantee is unenforceable or invalid or the denial or
     disaffirmation by any Subsidiary Guarantor that is a Significant Subsidiary
     of its obligations under its Subsidiary Guarantee; or

          (10) or any other Event of Default provided with respect to Securities
     of that series.

Section 5.02    Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in
Section 5.01(7) or 5.01(8)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of
all of the Securities of that series 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 amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in Section
5.01(7) or 5.01(8) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, in the case of any Security of that series which specifies an amount to be
due and payable thereon upon acceleration of the Maturity thereof, such amount
as may be specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

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

          (1) the Company and/or any Subsidiary Guarantor has paid or deposited
     with the Trustee a sum sufficient to pay

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and any interest thereon at the rate or rates
          prescribed therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such 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;

          and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     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 5.03    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,

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 any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such 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 an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem necessary 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 5.04    Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Company or any
Subsidiary Guarantor (or any other obligor upon the Securities), or any of the
property or creditors of the Company or any Subsidiary Guarantor (or any other
obligor upon the Securities), 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 6.07.

          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,
however, 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'
or other similar committee.

Section 5.05    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, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 5.06    Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities 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
     6.07;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium 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 any premium and interest,
     respectively; and

          THIRD: To the Company, or to the extent the Trustee collects any
     amount from any Subsidiary Guarantor, to the Subsidiary Guarantor.

Section 5.07    Limitation on Suits.

          No Holder of any Security of any series 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 with respect to the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series 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 satisfactory to it 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
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such 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 of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 5.08    Unconditional Right of Holders to Receive Principal, Premium and
                Interest and to Convert.

          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 any premium and (subject to Section
3.07) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
convert such Security in accordance with Article XV and to institute suit for
the enforcement of any such payment and right to convert, and such rights shall
not be impaired without the consent of such Holder.

Section 5.09    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 Subsidiary Guarantors, 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 3.06, 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 Securities
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 principal amount of the Outstanding
Securities of any series 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, with respect to the
Securities of such series, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture,

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction, and

          (3) subject to the provisions of Section 6.01, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall, by a Responsible Officer or Officers of the Trustee,
     determine, and the Trustee shall have received a legal opinion stating,
     that the proceedings so directed would involve the Trustee in personal
     liability.

Section 5.13    Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series, or

          (2) in respect of a covenant or provision hereof which under Article
     IX cannot be modified or amended without the consent of the Holder of each
     Outstanding Security of such series 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 apply to any suit instituted by the Trustee, to any suit instituted by any
Holders of the Securities, or group of Holders of the Securities, holding in the
aggregate more than 10% of principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder of the Outstanding Securities
for the enforcement of the payment of principal of or interest on any
Outstanding Securities held by such Holder, on or after the respective due dates
expressed in such Outstanding Securities, and provided, further, 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 or any Subsidiary Guarantor or the Trustee or, if
applicable, in any suit for the enforcement of the right to convert any Security
in accordance with Article XV.

Section 5.15    Waiver of Usury, Stay or Extension Laws.

          Each of the Company and each Subsidiary Guarantor 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 usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and each of the Company and each Subsidiary Guarantor (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.

                                   ARTICLE VI

                                   THE TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

Section 6.01    Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

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

          (1) The Trustee need perform only those duties as are specifically set
     forth in this Indenture and no others, and no covenants or obligations
     shall be implied in or read into this Indenture.

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

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

          (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 6.01.

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was grossly negligent in ascertaining the pertinent facts.

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

          (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture.

          (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section
6.01.

          (f) The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company or
any Subsidiary Guarantor. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.

Section 6.02    Rights of Trustee.

          Subject to Section 6.01:

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

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

          (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

          (e) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture, 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 or
any Subsidiary Guarantor, personally or by agent or attorney at the sole cost of
the Company and shall incur no liability or additional liability of any kind by
reason of such investigation.

          (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby.

          (g) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection of any action taken, suffered or omitted by the
Trustee hereunder in good faith and in reliance thereon.

          (h) the Trustee shall not be deemed to have notice of any Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture.

          (i) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

Section 6.03    Individual Rights of Trustee.

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

Section 6.04    Trustee's Disclaimer.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities or any Subsidiary Guarantee and it shall not be
accountable for the Company's or any Subsidiary Guarantor's use of the proceeds
from the Securities, and it shall not be responsible for any statement in the
Securities or any Subsidiary Guarantee, other than the Trustee's certificate of
authentication, or the use or application of any funds received by a Paying
Agent other than the Trustee.

Section 6.05    Notice of Default.

          If an Event of Default with respect to Securities of any series occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to
each Holder of Securities of such series notice of the uncured Event of Default
within 90 days after such Event of Default occurs. Except in the case of an
Event of Default in payment of principal (or premium, if any) of, or interest
on, any Security, the Trustee may withhold the notice if and so long as a
Responsible Officer in good faith determines that withholding the notice is in
the interest of the Holders of Securities of such series.

Section 6.06    Reports by Trustee to Holders.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Holder a brief report
dated as of such date that complies with Trust Indenture Act Section 313(a) if
such report is required by such Trust Indenture Act Section 313(a). The Trustee
also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall
also transmit by mail all reports as required by Trust Indenture Act Sections
313(c) and 313(d).

          The Company shall promptly notify the Trustee in writing if the
Securities of any series become listed on any stock exchange or automatic
quotation system.

          A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed with the Commission and each stock exchange, if
any, on which the Securities are listed.

Section 6.07    Compensation and Indemnity.

          The Company and the Subsidiary Guarantors shall pay to the Trustee
from time to time such compensation for its services as the Company and the
Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company and the Subsidiary Guarantors shall reimburse the Trustee
upon request for all reasonable disbursements, expenses and advances incurred or
made by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
counsel.

          The Company and the Subsidiary Guarantors, jointly and severally,
shall indemnify each of the Trustee (in its capacity as Trustee) and any
predecessor Trustee and each of their respective officers, directors,
attorneys-in-fact and agents for, and hold it harmless against, any claim,
demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel), loss, charges
(including taxes (other than taxes based upon the income of the Trustee)) or
liability incurred by them without gross negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust and their rights or duties hereunder including the reasonable costs and
expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
Trustee shall notify the Company and the Subsidiary Guarantors promptly of any
claim asserted against the Trustee for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall provide reasonable cooperation at
the Company's expense in the defense. The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such counsel. The
Company and the Subsidiary Guarantors need not pay for any settlement made
without their written consent, which consent shall not be unreasonably withheld.
The Company and the Subsidiary Guarantors need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee to the extent
determined by a court of competent jurisdiction to have been caused by its own
gross negligence, bad faith or willful misconduct.

          To secure the Company's and the Subsidiary Guarantors' payment
obligations in this Section 6.07, the Trustee shall have a lien prior to the
Securities on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal and premium, if any, of or
interest on any series of Securities.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(7) or (8) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

          The Company's and the Subsidiary Guarantors' obligations under this
Section 6.07 and any lien arising hereunder shall survive the resignation or
removal of the Trustee, the discharge of the Company's and the Subsidiary
Guarantors' obligations pursuant to Article IV or Article XIV of this Indenture
and any rejection or termination of this Indenture under any Bankruptcy Law.

Section 6.08    Replacement of Trustee.

          The Trustee may resign at any time with respect to the Securities of
one or more series by so notifying the Company and the Subsidiary Guarantors in
writing. The Holder or Holders of a majority in principal amount of the
outstanding Securities of a series may remove the Trustee with respect to
Securities of such series by so notifying the Company and the Trustee in writing
and may appoint a successor trustee with respect to Securities of such series
with the Company's consent. The Company may remove the Trustee if:

          (1) the Trustee fails to comply with Section 6.10;

          (2) the Trustee is adjudged bankrupt or insolvent;

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

          (4) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee, with respect to the Securities of one or more series, for any
reason, the Company shall promptly appoint a successor Trustee, with respect to
Securities of that or those series. Within one year after the successor Trustee
with respect to a series of Securities takes office, the Holder or Holders of a
majority in principal amount of the Securities of such series may appoint a
successor Trustee with respect to such series to replace the successor Trustee
appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the Trustee provided for in Section 6.07
have been paid, the retiring Trustee shall transfer all property held by it as
Trustee with respect to such series of Securities to the successor Trustee,
subject to the lien provided in Section 6.07, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee with respect to one or more series of Securities shall mail
notice of its succession to each Holder of Securities of that or those series.

          If a successor Trustee with respect to a series of Securities does not
take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company, the Subsidiary Guarantors or the Holder or
Holders of at least 10% in principal amount of the outstanding Securities of
that series may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

          If the Trustee fails to comply with Section 6.10, any Holder of
Securities of a series may petition any court of competent jurisdiction for the
removal of the Trustee with respect to such series and the appointment of a
successor Trustee with respect to such series.

          Notwithstanding replacement of the Trustee pursuant to this Section
6.08, the Company's obligations under Section 6.07 shall continue for the
benefit of the retiring Trustee.

Section 6.09    Successor Trustee by Merger, Etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

Section 6.10    Eligibility; Disqualification.

          The Trustee shall at all times satisfy the requirements of Trust
Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with Trust Indenture Act Section 310(b).

Section 6.11    Preferential Collection of Claims against Company.

          The Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act Section
311(b). A Trustee who has resigned or been removed shall be subject to Trust
Indenture Act Section 311(a) to the extent indicated.

                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01    Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee:

          (1) semi-annually, not more than 15 days after each Regular Record
     Date, a list for each series of Securities, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     of such series as of the Regular Record Date, as the case may be, and

          (2) 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;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 7.02    Preservation of Information; Communications to Holders.

          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 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

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

Section 7.03    Reports by Trustee.

          The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

          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 any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee, in writing, when any Securities are listed on any stock
exchange or delisted therefrom.

Section 7.04    Reports by Company.

          The Company and each of the Subsidiary Guarantors 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 the
Trust Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                  ARTICLE VIII

           CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE

Section 8.01    Company May Consolidate, Etc., Only on Certain Terms.

          The Company may not, in a single transaction or a series of related
transactions:

          (a) consolidate or amalgamate or merge with or into any other Person
or permit any other Person to amalgamate, consolidate or merge with or into the
Company, or

          (b) directly or indirectly transfer, sell, lease (other than a charter
or lease of a vessel in the ordinary course of business) or otherwise dispose of
all or substantially all of its assets, 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 successor entity to the Company (A) is organized under
     the laws of (i) the United States or any State thereof or the District of
     Columbia, (ii) the Republic of Liberia, (iii) the Islands of Bermuda, (iv)
     the Republic of the Marshall Islands, (v) the Republic of Cyprus, (vi) the
     Republic of Malta, (vii) the Republic of Panama, (viii) a member state of
     the European Union or (ix) any other country recognized by the United
     States and (B) shall expressly assume, by a supplemental indenture executed
     and delivered to the Trustee in a form reasonably satisfactory to the
     Trustee, all of the Company's obligations under the Indenture;

          (2) immediately before and after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing; and

          (3) the Company and the successor Person have delivered to the Trustee
     an Officer's Certificate and an Opinion of Counsel each stating that such
     consolidation, amalgamation, merger, conveyance, lease, sale, disposition
     or transfer and such supplemental indenture comply with this Article and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with.

Section 8.02    Amalgamations, Mergers, Consolidations and Certain Sales of
                Assets by Subsidiary Guarantors.

          (a) Except with respect to the Securities of any series whose terms
permit such transactions as an asset sale, no Subsidiary Guarantor shall, and
the Company shall not permit any Subsidiary Guarantor to, (i) amalgamate,
consolidate or merge with or into, or (ii) directly or indirectly, transfer,
sell, lease or otherwise dispose of (other than pursuant to a charter or lease
of a vessel in the ordinary course of business) its properties and assets
substantially as an entirety to, any other Person (other than the Company or
another Subsidiary Guarantor) unless, in any such transaction:

          (1) in the case such Subsidiary Guarantor shall amalgamate,
     consolidate or merge with or into another Person or shall directly or
     indirectly convey, transfer or lease (other than a charter or lease of a
     vessel in the ordinary course of business) its properties and assets
     substantially as an entirety, the Person formed by such consolidation with
     or into which such Subsidiary Guarantor is amalgamated or merged, or the
     Person which acquires by conveyance, transfer or lease (other than a
     charter or lease of a vessel in the ordinary course of business) the
     properties and assets of such Subsidiary Guarantor substantially as an
     entirety (for purposes of this Article VIII, a "Successor Subsidiary
     Guarantor"), shall be organized under the laws of (i) the United States or
     any State thereof or the District of Columbia, (ii) the Republic of
     Liberia, (iii) the Islands of Bermuda, (iv) the Republic of the Marshall
     Islands, (v) the Republic of Cyprus, (vi) the Republic of Malta, (vii) the
     Republic of Panama, (viii) a member state of the European Union or (ix) any
     other country recognized by the United States;

          (2) the Successor Subsidiary Guarantor shall expressly assume by an
     indenture supplemental hereto executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of all
     obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and
     the Indenture and the performance of every covenant of this Indenture on
     the part of such Subsidiary Guarantor to be performed or observed;

          (3) immediately before and after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing; and

          (4) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that such consolidation,
     amalgamation, merger, conveyance, transfer or lease 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.

          The provisions of this Section 8.02 shall not be applicable to any
series of Securities unless, and only to the extent that, the terms of a
particular series of Securities so provide.

Section 8.03    Successor Corporation Substituted.

          Upon any consolidation or merger or any transfer of assets in
accordance with Section 8.01, the surviving Person formed by such consolidation
or into which the Company is merged or to which such transfer is made 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 surviving
Person had been named as the Company herein. When a surviving Person duly
assumes all of the obligations of the Company pursuant hereto and pursuant to
the Securities, the predecessor shall be relieved of the performance and
observance of all obligations and covenants of this Indenture and the
Securities, including but not limited to the obligation to make payment of the
principal of (and premium, if any) and interest on all the Securities then
outstanding, and the Company may thereupon or any time thereafter be liquidated
and dissolved.

          Except with respect to the Securities of any series whose terms permit
such transactions as an asset sale, upon any consolidation, amalgamation or
merger of a Subsidiary Guarantor with or into, or any transfer, sale or lease
(other than a charter or lease of a vessel in the ordinary course of business)
of the properties and assets of such Subsidiary Guarantor substantially as an
entirety in accordance with Section 8.02 to, a Person other than the Company or
another Subsidiary Guarantor, the Successor Subsidiary Guarantor shall succeed
to, and be substituted for, and may exercise every right and power of, such
Subsidiary Guarantor under this Indenture with the same effect as if such
Successor Subsidiary Guarantor had been named as a Subsidiary Guarantor herein,
and thereafter, except in the case of a lease, the predecessor Subsidiary
Guarantor shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01    Supplemental Indentures Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution of the Company, the Subsidiary Guarantors, when authorized by
respective Board Resolutions of the Subsidiary Guarantors, 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;

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company;

          (3) to add any additional Events of Default;

          (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities in uncertificated form;

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
     such addition, change or elimination (A) shall neither (i) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (ii) modify the
     rights of the Holder of any such Security with respect to such provision or
     (B) shall become effective only when there is no such Security Outstanding;

          (6) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 and 3.01;

          (7) to comply with Section 8.01 and 8.02;

          (8) to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (9) to secure the Securities;

          (10) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.08;

          (11) to make provisions with respect to the conversion rights of
     Holders pursuant to the requirements of Article XV;

          (12) 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, provided that such action pursuant
     to this clause (12) shall not adversely affect the interests of the Holders
     of Securities of any series in any material respect;

          (13) to add new Subsidiary Guarantors pursuant to Section 13.05; or

          (14) to conform any provision of this Indenture to the "Description of
     Debt Securities" contained in the Prospectus or any similar provision
     contained in any supplement to the Prospectus relating to an offering of
     debt securities under this Indenture.

Section 9.02    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 of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board
Resolution of the Company, the Subsidiary Guarantors, when authorized by
respective Board Resolutions of the Subsidiary Guarantors, 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 of Securities of such series under this Indenture; provided, however,
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 principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest or the time of payment of interest
     thereon or any premium payable upon the redemption thereof, or reduce the
     amount of the principal of an Original Issue Discount Security that would
     be due and payable upon a declaration of acceleration of the Maturity
     thereof pursuant to Section 5.02, or change any Place of Payment where, or
     the coin or currency in which, any Security or any premium or interest
     thereon is payable or the right of selection thereof, 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 adversely affect the right to convert any Security as
     provided in Article XV, or modify the provisions of this Indenture with
     respect to the ranking of the Securities in a manner adverse to the
     Holders;

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, 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;

          (3) modify any of the provisions of this Section or Section 5.13,
     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,
     provided, however, that this clause shall not be deemed to require the
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section, or the deletion of this
     proviso, in accordance with the requirements of Sections 6.08 and 9.01(10);

          (4) modify or waive the provisions of Article XI;

          (5) change any obligation of ours to pay additional amounts;

          (6) adversely affect the right of repayment or repurchase at the
     option of the Holder; or

          (7) reduce or postpone any sinking fund or similar provision.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

          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 9.03    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,
and (subject to Section 6.01) shall be fully protected in relying upon, 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 9.04    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 9.05    Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 9.06    Reference in Securities to Supplemental Indentures.

          Securities of any series 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 and
the Subsidiary Guarantors shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee, the Company and the
Subsidiary Guarantors, to any such supplemental indenture may be prepared and
executed by the Company, and the Subsidiary Guarantees endorsed thereon may be
executed by the Subsidiary Guarantors, and such new Securities may be
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                                   ARTICLE X

                                    COVENANTS

Section 10.01   Payment of Securities.

          The Company covenants and agrees for the benefit of each series of
Securities that it will pay the principal of and interest on the Securities of
that series on the dates and in the manner provided in the Securities of that
series and this Indenture. An installment of principal, premium, if any, or
interest on the Securities shall be considered paid on the date it is due if the
Trustee or Paying Agent (other than the Company or an Affiliate of the Company)
holds for the benefit of the Holders, on that date, immediately available funds
deposited and designated for and sufficient to pay the installment.

          The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Securities compounded
semi-annually, to the extent lawful.

Section 10.02   Maintenance of Office or Agency.

          The Company shall maintain in the Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of any series that is
convertible may be surrendered for conversion, and where notices and demands to
or upon the Company or any Subsidiary Guarantor in respect of the Securities of
that series, any Subsidiary Guarantees endorsed thereon and this Indenture may
be served. The Company and the Subsidiary Guarantors 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 or any Subsidiary Guarantor 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
each of the Company and each Subsidiary Guarantor hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company shall 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. The Company hereby initially designates the principal
corporate trust office of the Trustee as such office of the Company.

Section 10.03   Money for Securities Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and 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 for any
series of Securities, it will, on or prior to each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

          The Company will cause each Paying Agent for any series of Securities
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) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

          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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium 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, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York City,
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 publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

Section 10.04   Corporate Existence.

          Subject to Article VIII, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence in accordance with the respective organizational documents of each of
them and the rights (charter and statutory) and corporate franchises of the
Company and each of its Subsidiaries; provided, however, that the Company shall
not be required to preserve, with respect to itself, any right or franchise, and
with respect to any of its Subsidiaries, any such existence, right or franchise,
if (a) the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and (b) the loss thereof is not disadvantageous in any material
respect to the Holders.

Section 10.05   Compliance Certificate; Notice of Default.

          (a) The Company shall deliver to the Trustee within 120 days after the
end of its fiscal year an Officer's Certificate complying with Section 314(a)(4)
of the Trust Indenture Act and stating that a review of its activities and the
activities of its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture (all without regard to periods of grace, which shall be deemed
fulfilled unless and until the expiration of such periods, or notice
requirements) and further stating, as to each such officer signing such
certificate, whether or not the signer knows of any failure by the Company or
any Subsidiary of the Company to comply with any conditions or covenants in this
Indenture and, if such signer does know of such a failure to comply, the
certificate shall describe such failure with particularity. The Officer's
Certificate shall also notify the Trustee should the relevant fiscal year end on
any date other than the current fiscal year end date.

          (b) The Company shall, so long as any of the Securities of any series
are outstanding, deliver to the Trustee, within 30 days after becoming aware of
any Event of Default with respect to such series under this Indenture, an
Officer's Certificate specifying such Event of Default and what action the
Company or the Subsidiary Guarantors are taking or propose to take with respect
thereto. The Trustee shall not be deemed to have knowledge of an Event of
Default unless one of its Responsible Officers receives notice of the Event of
Default from the Company or any of the Holders.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 11.01   Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

Section 11.02   Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, 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, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction.

Section 11.03   Selection by Trustee of Securities to Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor 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 of such series 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 the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. If less than
all of the Securities of such series and of a specified tenor 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 of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

          If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

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

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to 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 11.04   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 of any series are to
     be redeemed, the identification (and, in the case of partial redemption of
     any Securities, 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, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5) in the case of any Securities that are convertible pursuant to
     Article XV, the conversion price or rate, the date on which the right to
     convert the principal of the Securities to be redeemed will terminate and
     the place or places where such Securities may be surrendered for
     conversion,

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

          (7) that the redemption is for a sinking fund, if such is the case,
     and

          (8) applicable CUSIP Numbers.

          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 and shall be irrevocable.

Section 11.05   Deposit of Redemption Price.

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent an amount of money 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 other than any Securities called for redemption on that date which
have been converted prior to the date of such deposit.

          If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.07) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

Section 11.06   Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, 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, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 11.07   Securities Redeemed in Part.

          Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (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 Subsidiary
Guarantors shall execute their Subsidiary Guarantees to be endorsed on, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, 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

                                  SINKING FUNDS

Section 12.01   Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 12.02   Satisfaction of Sinking Fund Payments with Securities.

          The Company (1) may deliver Outstanding Securities of a series (other
than any Securities previously called for redemption) and (2) may apply as a
credit Securities of a series which have been converted pursuant to Article XV
or which have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.03   Redemption of Securities for Sinking Fund.

          Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 12.02, and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII

                              SUBSIDIARY GUARANTEE

Section 13.01   Subsidiary Guarantee.

          Each of the Subsidiary Guarantors hereby jointly and severally
unconditionally Guarantees to each Holder of a Security of a series as to which
it is a Subsidiary Guarantor authenticated and delivered by the Trustee, and to
the Trustee on behalf of such Holder, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, purchase or otherwise, in accordance with the
terms of such Security and of this Indenture. In case of the failure of the
Company punctually to make any such payment, each of the Subsidiary Guarantors
hereby jointly and severally agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by acceleration, call for redemption, purchase or otherwise, and as
if such payment were made by the Company.

          Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of such Security or this Indenture, the
absence of any action to enforce the same, any exchange, release or
non-perfection of any Lien on any collateral for, or any release or amendment or
waiver of any term of any other Guarantee of, or any consent to departure from
any requirement of any other Guarantee of all or any of the Securities, the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of Title 11 of the United States Code (the "Bankruptcy Code") of the application
of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a
security interest by the Company, as debtor-in-possession, under Section 364 of
the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code,
of all or any portion of the claims of the Trustee or any of the Holders for
payment of any of the Securities, any waiver or consent by the Holder of such
Security or by the Trustee with respect to any provisions thereof or of this
Indenture, the obtaining of any judgment against the Company or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each of the Subsidiary
Guarantors hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or any of the Holders protect, secure,
perfect or insure any security interest in or other Lien on any property subject
thereto or exhaust any right or take any action against the Company or any other
Person or any collateral, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
Indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium, if any) or
interest on such Security, whether at their Stated Maturity, by acceleration,
call for redemption, purchase or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, the Holder of such Security, subject to the
terms and conditions set forth in this Indenture, directly against each of the
Subsidiary Guarantors to enforce this Subsidiary Guarantee without first
proceeding against the Company. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to
the Securities of the series as to which it is a Subsidiary Guarantor, the
Trustee or any of the Holders are prevented by applicable law from exercising
their respective rights to accelerate the maturity of the Securities of such
series, to collect interest on the Securities of such series, or to enforce or
exercise any other right or remedy with respect to the Securities of such
series, or the Trustee or the Holders are prevented from taking any action to
realize on any collateral, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

          Each Subsidiary Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its Subsidiary Guarantee is endorsed
against the Company in respect of any amounts paid by such Subsidiary Guarantor
on account of such Security pursuant to the provisions of its Subsidiary
Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor
shall be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest on all Securities issued hereunder as to which such Subsidiary
Guarantor is a Subsidiary Guarantor shall have been paid in full.

          Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Securities, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

          The Subsidiary Guarantors shall have the right to seek contribution
from any non-paying Subsidiary Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

Section 13.02   Execution and Delivery of Subsidiary Guarantees.

          The Subsidiary Guarantees to be endorsed on the Securities of any
series shall include the terms of the Subsidiary Guarantee set forth in Section
13.01 and any other terms that may be set forth in the form established pursuant
to Section 2.06. Each of the Subsidiary Guarantors hereby agrees to execute its
Subsidiary Guarantee, in a form established pursuant to Section 2.06, to be
endorsed on each Security as to which it is a Subsidiary Guarantor authenticated
and delivered by the Trustee.

          The Subsidiary Guarantee shall be executed on behalf of each
respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's
Chairman of the Board, Vice Chairman of the Board, President, Vice President or
other person duly authorized by the Board of Directors of such Subsidiary
Guarantor, attested by its Secretary or Assistant Secretary. The signature of
any or all of these persons on the Subsidiary Guarantee may be manual or
facsimile.

          A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Subsidiary Guarantor
shall bind such Subsidiary Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of the Security on which such Subsidiary Guarantee is endorsed or did
not hold such offices at the date of such Subsidiary Guarantee.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set
forth in Section 13.01 shall remain in full force and effect notwithstanding any
failure to endorse a Subsidiary Guarantee on any Security.

Section 13.03   Subsidiary Guarantors May Consolidate, Etc., on Certain Terms.

          Except as set forth in Section 13.04 and in Article VIII and the terms
of the Securities, nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation, amalgamation or merger of a
Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or
shall prevent any conveyance, transfer or lease of the property and assets of a
Subsidiary Guarantor substantially as an entirety to the Company or another
Subsidiary Guarantor.

Section 13.04   Release of Subsidiary Guarantors.

          (a) Concurrently with any consolidation, amalgamation or merger of a
Subsidiary Guarantor or any conveyance, transfer or lease of the property of a
Subsidiary Guarantor as an entirety or substantially as an entirety, in each
case as permitted by Section 13.03 hereof, and upon delivery by the Company to
the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect
that such consolidation, amalgamation, merger, conveyance, transfer or lease was
made in accordance with Section 13.03 hereof, the Trustee shall execute any
documents reasonably required in order to acknowledge the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
endorsed on the Securities and under this Article XIII. Any Subsidiary Guarantor
not released from its obligations under its Subsidiary Guarantee endorsed on the
Securities and under this Article XIII shall remain liable for the full amount
of principal of (and premium, if any) and interest on the Securities of a series
as to which it is a Subsidiary Guarantor and for the other obligations of a
Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities
and under this Article XIII.

          (b) Concurrently with the defeasance of the Securities under Section
14.02 hereof, the Subsidiary Guarantors shall be released from all of their
obligations under their Subsidiary Guarantees endorsed on the Securities and
under this Article XIII, without any action on the part of the Trustee or any
Holder of Securities.

          (c) Upon the sale or disposition (by merger or otherwise) of any
Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company
constituting an asset sale permitted under the terms of the Securities of any
series to a Person other than the Company or a Subsidiary Guarantor of the
Company and which is otherwise in compliance with the terms of this Indenture
and the terms of the Securities of such series, such Subsidiary Guarantor shall
automatically be released from all obligations under its Subsidiary Guarantees
endorsed on the Securities of such series and under this Article XIII, provided
that all other obligations of such Subsidiary Guarantor with respect to any
Indebtedness of the Company or any Subsidiary of the Company shall also
terminate upon such transaction.

Section 13.05   Additional Subsidiary Guarantors.

          (a) The Company may cause any of its Subsidiaries to become a
Subsidiary Guarantor with respect to the Securities by executing and delivering
to the Trustee (a) a supplemental indenture, in form and substance satisfactory
to the Trustee, which subjects such Person to the provisions (including the
representations and warranties) of this Indenture as a Subsidiary Guarantor and
(b) an Opinion of Counsel to the effect that such supplemental indenture has
been duly authorized and executed by such Person and constitutes the legal,
valid, binding and enforceable obligation of such Person (subject to such
customary exceptions concerning creditors' rights and equitable principles as
may be acceptable to the Trustee in its discretion).

          (b) The Company will cause any Subsidiary of the Company that is
required under the terms of the Securities of any series to become a Subsidiary
Guarantor to execute a supplemental indenture pursuant to which it shall become
a Subsidiary Guarantor.

                                  ARTICLE XIV

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 14.01   Company's Option to Effect Defeasance or Covenant Defeasance.

          The Company may elect, at its option by Board Resolution at any time,
to have either Section 14.02 or Section 14.03 applied to the Outstanding
Securities of any series designated pursuant to Section 3.01 as being defeasible
pursuant to this Article XIV (hereinafter called a "Defeasible Series"), upon
compliance with the conditions set forth below in this Article XIV.

Section 14.02   Defeasance and Discharge.

          Upon the Company's exercise of the option provided in Section 14.01 to
have this Section 14.02 applied to the Outstanding Securities of any Defeasible
Series, the Company shall be deemed to have been discharged from its
obligations, and the provisions of Article XIII shall cease to be effective,
with respect to the Outstanding Securities of such series and the Subsidiary
Guarantors shall be deemed to have been discharged from their obligations with
respect to their Subsidiary Guarantees for such Outstanding Securities, as
provided in this Section on and after the date the conditions set forth in
Section 14.04 are satisfied (hereinafter called "Defeasance"), and the Trustee
shall deliver to the Company and the Subsidiary Guarantors appropriate
instruments of satisfaction, discharge and release. 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 of such series
and to have satisfied all its other obligations under the Securities of such
series and this Indenture, and the Subsidiary Guarantors shall be deemed to have
satisfied all of their obligations under their Subsidiary Guarantees and this
Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in
Section 14.04 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities of such
series when payments are due, (2) the Company's obligations with respect to the
Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article XIV. Subject to compliance with this Article XIV, the Company
may exercise its option provided in Section 14.01 to have this Section 14.02
applied to the Outstanding Securities of any Defeasible Series notwithstanding
the prior exercise of its option provided in Section 14.01 to have Section 14.03
applied to the Outstanding Securities of such series.

Section 14.03   Covenant Defeasance.

          Upon the Company's exercise of the option provided in Section 14.01 to
have this Section 14.03 applied to the Outstanding Securities of any Defeasible
Series, (1) the Company shall be released from its obligations under Section
8.01 and Section 10.04, and the Subsidiary Guarantors shall be released from
their obligations under Section 8.02 and Article XIII and (2) the occurrence of
any event specified in Sections 5.01(3), 5.01(5) (with respect to any of
Sections 8.01, 8.02 and 10.04), 5.01(6) and 5.01(9) shall be deemed not to be or
result in an Event of Default, and (3) the provisions of Article XIII shall
cease to be effective, in each case with respect to the Outstanding Securities
of such series as provided in this Section on and after the date the conditions
set forth in Section 14.04 are satisfied (hereinafter called "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 specified Section (to the extent
so specified in the case of Section 5.01(5)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of such series
shall be unaffected thereby. In addition, Covenant Defeasance means that each
Subsidiary Guarantor, if any, shall be released from its obligations under its
Subsidiary Guarantee to the extent that the Company is released from its
obligations under this Indenture.

Section 14.04   Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section
14.02 or Section 14.03 to the Outstanding Securities of any Defeasible Series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee that satisfies the
     requirements contemplated by Section 6.09 and agrees to comply with the
     provisions of this Article XIV applicable to it) 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
     Outstanding Securities of such series, (A) money in an amount, or (B) U.S.
     Government Obligations that 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, in each case 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 (or any such
     other qualifying trustee) to pay and discharge, the principal of and any
     premium and interest on the Securities of such series on the respective
     Stated Maturities, in accordance with the terms of this Indenture and the
     Securities of such series. As used herein, "U.S. Government Obligation"
     means (x) any security that is (i) a direct obligation of the United States
     of America for the payment of which full faith and credit of the United
     States of America is pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option of the
     issuer thereof, and (y) any depositary receipt issued by a bank (as defined
     in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
     with respect to any U.S. Government Obligation specified in Clause (x) and
     held by such custodian for the account of the holder of such depositary
     receipt, or with respect to any specific payment of principal of or
     interest on any such U.S. Government Obligation, 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 depositary receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal or interest evidenced by
     such depositary receipt.

          (2) In the case of an election under Section 14.02, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (A) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date first set forth hereinabove,
     there has been a change in the applicable Federal income tax law, in either
     case (A) or (B) to the effect that, and based thereon such opinion shall
     confirm that, the Holders of the Outstanding Securities of such series will
     not recognize gain or loss for Federal income tax purposes as a result of
     the deposit, Defeasance and discharge to be effected with respect to the
     Securities of such series and will be subject to Federal income tax on the
     same amount, in the same manner and at the same times as would be the case
     if such deposit, Defeasance and discharge were not to occur.

          (3) In the case of an election under Section 14.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series will not recognize
     gain or loss for Federal income tax purposes as a result of the deposit and
     Covenant Defeasance to be effected with respect to the Securities of such
     series and will be subject to Federal income tax on the same amount, in the
     same manner and at the same times as would be the case if such deposit and
     Covenant Defeasance were not to occur.

          (4) No Event of Default or event that (after notice or lapse of time
     or both) would become an Event of Default shall have occurred and be
     continuing at the time of such deposit or, with regard to any Event of
     Default or any such event specified in Sections 5.01(7) and (8), at any
     time on or prior to the 90th day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until after
     such 90th day).

          (5) 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.

          (6) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.

Section 14.05   Deposited Money and U.S. Government Obligations to Be Held in
                Trust; Other Miscellaneous Provisions.

          All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 14.06, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section 14.04
in respect of the Securities of any Defeasible Series shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities of
such series and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of Securities of such series, of all sums
due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds
except to the extent required by law.

          The Company and the Subsidiary Guarantors (on a joint and several
basis) 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 14.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge that by law is for the
account of the Holders of Outstanding Securities.

          Anything in this Article XIV 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 14.04 with respect to Securities of any Defeasible Series that, 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 that would then be required to be deposited to
effect an equivalent Defeasance or Covenant Defeasance with respect to the
Securities of such series.

Section 14.06   Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article XIV with respect to the Securities of any series 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 of such series and
such Subsidiary Guarantor's obligation under its Subsidiary Guarantee and this
Indenture shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XIV with respect to Securities of such series until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 14.05 with respect to Securities of such series in
accordance with this Article XIV; provided, however, that if the Company or a
Subsidiary Guarantor makes any payment of principal of or any premium or
interest on any Security of such series following the reinstatement of its
obligations, the Company or the Subsidiary Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of Securities of such series to
receive such payment from the money so held in trust.

                                   ARTICLE XV

                            CONVERSION OF SECURITIES

Section 15.01   Applicability; Conversion Privilege and Conversion Price.

          Securities of any series which are convertible into Common Stock of
the Company shall be convertible in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

          Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the outstanding
principal amount thereof which is $1,000 or an integral multiple of $1,000 may
be converted at the principal amount thereof, or of such portion thereof, into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100 of a share) of Common Stock of the Company at the conversion
price, determined as hereinafter provided, in effect at the time of conversion.
Such conversion right shall expire at the close of business on the date
specified for Securities of such series. In case a Security or portion thereof
is called for redemption at the election of the Company, such conversion right
in respect of the Security or portion so called shall expire at the close of
business on the 10th calendar day before the Redemption Date, unless the Company
defaults in making the payment due upon redemption.

          The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be the price specified
in relation to Securities of such series pursuant to Section 3.01, as it shall
be adjusted in certain instances as provided in this Article.

Section 15.02   Exercise of Conversion Price.

          In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 10.02, accompanied by written
notice to the Company (which shall be substantially in the form set forth in
Section 2.03) at such office or agency that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of Securities or portions
thereof which have been called for redemption on a Redemption Date within such
period) be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion. Subject to the
provisions of Section 3.07 relating to the payment of Defaulted Interest by the
Company, the interest payment with respect to a Security called for redemption
on a Redemption Date during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall be payable on such Interest Payment Date to
the Holder of such Security at the close of business on such Regular Record Date
notwithstanding the conversion of such Security after such Regular Record Date
and prior to such Interest Payment Date, and the Holder converting such Security
need not include a payment of such interest payment amount upon surrender of
such Security for conversion. Except as provided in the preceding sentence and
subject to the final paragraph of Section 3.07, no payment or adjustment shall
be made upon any conversion on account of any interest accrued on the Securities
surrendered for conversion or on account of any dividends on the Common Stock
issued upon conversion.

          Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 15.03.

          In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such Security.

Section 15.03   Fractions of Shares.

          No fractional shares of Common Stock shall be issued upon conversion
of Securities. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction of the daily closing
price per share of Common Stock (consistent with Section 15.04(6) below) at the
close of business on the day of conversion.

Section 15.04   Adjustment of Conversion Price.

          (1) In case the Company shall pay or make a dividend or other
     distribution on any class of capital stock of the Company in Common Stock,
     the conversion price in effect at the opening of business on the day
     following the date fixed for determination of stockholders entitled to
     receive such dividend or other distribution shall be reduced by multiplying
     such conversion price by a fraction of which the numerator shall be the
     number of shares of Common Stock outstanding at the close of business on
     the date fixed for such determination and the denominator shall be the sum
     of such number of shares and the total number of shares constituting such
     dividend or other distribution, such reduction to become effective
     immediately after the opening of business on the day following the date
     fixed for such determination. For the purposes of this paragraph (1), the
     number of shares of Common Stock at any time outstanding shall not include
     shares held in the treasury of the Company but shall include shares
     issuable in respect of scrip certificates issued in lieu of fractions of
     shares of Common Stock. The Company will not pay any dividend or make any
     distribution on shares of Common Stock held in the treasury of the Company.

          (2) In case the Company shall issue rights or warrants to all holders
     of its Common Stock entitling them to subscribe for or purchase shares of
     Common Stock at a price per share less than the current market price per
     share (determined as provided in paragraph (6) of this Section) of the
     Common Stock on the date fixed for the determination of stockholders
     entitled to receive such rights or warrants (other than pursuant to a
     dividend reinvestment plan), the conversion price in effect at the opening
     of business on the day following the date fixed for such determination
     shall be reduced by multiplying such conversion price by a fraction of
     which the numerator shall be the number of shares of Common Stock
     outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock which the aggregate
     of the offering price of the total number of shares of Common Stock so
     offered for subscription or purchase would purchase at such current market
     price and the denominator shall be the number of shares of Common Stock
     outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock so offered for
     subscription or purchase, such reduction to become effective immediately
     after the opening of business on the day following the date fixed for such
     determination. For the purposes of this paragraph (2), the number of shares
     of Common Stock at any time outstanding shall not include shares held in
     the treasury of the Company but shall include shares issuable in respect of
     scrip certificates issued in lieu of fractions of shares of Common Stock.
     The Company will not issue any rights or warrants in respect of shares of
     Common Stock held in the treasury of the Company.

          (3) In case outstanding shares of Common Stock shall be subdivided
     into a greater number of shares of Common Stock, the conversion price in
     effect at the opening of business on the day following the day upon which
     such subdivision becomes effective shall be proportionately reduced, and,
     conversely, in case outstanding shares of Common Stock shall each be
     combined into a smaller number of shares of Common Stock, the conversion
     price in effect at the opening of business on the day following the day
     upon which such combination becomes effective shall be proportionately
     increased, such reduction or increase, as the case may be, to become
     effective immediately after the opening of business on the day following
     the day upon which such subdivision or combination becomes effective.

          (4) In case the Company shall, by dividend or otherwise, distribute to
     all holders of its Common Stock evidences of its indebtedness or assets
     (including securities, but excluding any rights or warrants referred to in
     paragraph (2) of this Section, any dividend or distribution paid in cash
     out of the earned surplus of the Company and any dividend or distribution
     referred to in paragraph (1) of this Section), the conversion price shall
     be adjusted so that the same shall equal the price determined by
     multiplying the conversion price in effect immediately prior to the close
     of business on the date fixed for the determination of stockholders
     entitled to receive such distribution by a fraction of which the numerator
     shall be the current market price per share (determined as provided in
     paragraph (6) of this Section) of the Common Stock on the date fixed for
     such determination less the then fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and described
     in a Board Resolution filed with the Trustee) of the portion of the assets
     or evidences of indebtedness so distributed applicable to one share of
     Common Stock and the denominator shall be such current market price per
     share of the Common Stock, such adjustment to become effective immediately
     prior to the opening of business on the day following the date fixed for
     the determination of stockholders entitled to receive such distribution.

          (5) The reclassification of Common Stock into securities other than
     Common Stock (other than any reclassification upon a consolidation or
     merger to which Section 15.11 applies) shall be deemed to involve (a) a
     distribution of such securities other than Common Stock to all holders of
     Common Stock (and the effective date of such reclassification shall be
     deemed to be "the date fixed for the determination of stockholders entitled
     to receive such distribution" and "the date fixed for such determination"
     within the meaning of paragraph (4) of this Section), and (b) a subdivision
     or combination, as the case may be, of the number of shares of Common Stock
     outstanding immediately prior to such reclassification into the number of
     shares of Common Stock outstanding immediately thereafter (and the
     effective date of such reclassification shall be deemed to be "the day upon
     which such subdivision becomes effective" or "the day upon which such
     combination becomes effective", as the case may be, and "the day upon which
     such subdivision or combination becomes effective" within the meaning of
     paragraph (3) of this Section).

          (6) For the purpose of any computation under paragraphs (2) and (4) of
     this Section, the current market price per share of Common Stock on any day
     shall be deemed to be the average of the daily closing prices for the five
     consecutive trading days (i.e., Business Days on which the Common Stock is
     traded) selected by the Board of Directors commencing not more than 20
     trading days before, and ending not later than, the earlier of the day in
     question and the day before the "ex" date with respect to the issuance or
     distribution requiring such computation. For this purpose, the term "`ex'
     date", when used with respect to any issuance or distribution, shall mean
     the first date on which the Common Stock trades regular way on the
     applicable exchange or in the applicable market without the right to
     receive such issuance or distribution. The closing price for each day shall
     be the reported last sale price regular way or, in case no such reported
     sale takes place on such day, the average of the reported closing bid and
     asked prices regular way, in either case on the New York Stock Exchange or,
     if the Common Stock is not listed or admitted to trading on such Exchange,
     on the principal national securities exchange on which the Common Stock is
     listed or admitted to trading or, if not listed or admitted to trading on
     any national securities exchange, on the Nasdaq Stock Market or, if the
     Common Stock is not listed or admitted to trading on any national
     securities exchange or quoted on the Nasdaq Stock Market, the average of
     the closing bid and asked prices in the over-the-counter market as
     furnished by any New York Stock Exchange member firm selected from time to
     time by the Board of Directors for that purpose.

          (7) The Company may make such reductions in the conversion price, in
     addition to those required by paragraphs (1), (2), (3) and (4) of this
     Section, as it considers to be advisable in order to avoid or diminish any
     income tax to any holders of shares of Common Stock resulting from any
     dividend or distribution of stock or issuance of rights or warrants to
     purchase or subscribe for stock or from any event treated as such for
     income tax purposes or for any other reasons. The Company shall have the
     power to resolve any ambiguity or correct any error pursuant to this
     paragraph (7) and its actions in so doing shall be final and conclusive.

          (8) No adjustment in the conversion price shall be required unless
     such adjustment would require an increase or decrease of at least one
     percent in such conversion price; provided, however, that any adjustment
     which by reason of this paragraph (8) is not required to be made shall be
     carried forward and taken into account in any subsequent adjustment. All
     calculations under this Article shall be made to the nearest cent or to the
     nearest 1/100 of a share, as the case may be.

Section 15.05   Notice of Adjustments of Conversion Price.

          Whenever the conversion price is adjusted as herein provided:

          (a)  the Company shall compute the adjusted conversion price in
               accordance with Section 15.04 and shall prepare a certificate
               signed by the Treasurer of the Company setting forth the adjusted
               conversion price and showing in reasonable detail the facts upon
               which such adjustment is based, and such certificate shall
               forthwith be filed at each office or agency maintained for the
               purpose of conversion of Securities pursuant to Section 10.02;
               and

          (b)  a notice stating that the conversion price has been adjusted and
               setting forth the adjusted conversion price shall forthwith be
               required, and as soon as practicable after it is required, such
               notice shall be mailed by the Company to all Holders at their
               last addresses as they shall appear in the Security Register.

Section 15.06   Notice of Certain Corporate Action.

          In case:

          (a)  the Company shall declare a dividend (or any other distribution)
               on its Common Stock payable otherwise than in cash out of its
               earned surplus; or

          (b)  the Company shall authorize the granting to the holders of its
               Common Stock of rights or warrants to subscribe for or purchase
               any shares of capital stock of any class or of any other rights;
               or

          (c)  of any reclassification of the Common Stock of the Company (other
               than a subdivision or combination of its outstanding shares of
               Common Stock), or of any consolidation, merger or share exchange
               to which the Company is a party and for which approval of any
               stockholders of the Company is required, or of the sale or
               transfer of all or substantially all of the assets of the
               Company; or

          (d)  of the voluntary or involuntary dissolution, liquidation or
               winding up of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.02, and shall
cause to be mailed to all Holders at their last addresses as they shall appear
in the Security Register, at least 20 days (or 10 days in any case specified in
clause (a) or (b) above) prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights or warrants are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up. Neither the failure to give such notice
nor any defect therein shall affect the legality or validity of the proceedings
described in clauses (a) through (d) of this Section 15.06. If at the time the
Trustee shall not be the conversion agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

          Not less than seven days prior to any date fixed for the determination
of stockholders entitled to receive such distribution, the Company shall cause
to be filed at each office or agency maintained for the purpose of conversion of
Securities pursuant to Section 10.02, and shall cause to be mailed to all
Holders at their last addresses as they shall appear in the Security Register, a
notice stating the date on which such determination is to be made, and briefly
describing the import thereof. If at the time the Trustee shall not be the
conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

Section 15.07   Company to Reserve Common Stock.

          The Company shall at all times reserve and keep available out of its
authorized but unissued Common Stock, for the purpose of effecting the
conversion of Securities, the full number of shares of Common Stock then
issuable upon the conversion of all Outstanding Securities.

Section 15.08   Taxes on Conversions.

          The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.

Section 15.09   Covenant as to Common Stock.

          The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable and, except as provided in Section 15.08, the Company will pay all
taxes, liens and charges with respect to the issue thereof.

Section 15.10   Cancellation of Converted Securities.

          All Securities delivered for conversion shall be delivered to the
Trustee to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.09.

Section 15.11 Provisions in Case of Consolidation, Merger or Sale of Assets.

          In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any sale or transfer of all or substantially all of the assets of the
Company, the Person formed by such consolidation or resulting from such merger
or which acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each
convertible Security then outstanding shall have the right thereafter, during
the period such Security shall be convertible as specified in Section 15.01, to
convert such Security only into the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by a
holder of the number of shares of Common Stock of the Company into which such
Security might have been converted immediately prior to such consolidation,
merger, sale or transfer, assuming such holder of Common Stock of the Company
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of Common Stock of the Company in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purpose of this Section the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
each non-electing share shall be deemed to be the kind and amount so receivable
per share by a plurality of the non-electing shares). Such supplemental
indenture shall provide for adjustments which, for events subsequent to the
effective date of such supplemental indenture, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.

Section 15.12   Responsibility of Trustee.

          Neither the Trustee nor any conversion agent shall at any time be
under any duty or responsibility to any Holder of Securities to determine
whether any fact exists which may require any adjustment of the conversion
price, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee nor
any conversion agent shall be accountable with respect to the registration,
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Security; and neither the Trustee nor any conversion agent
makes any representation with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue or
transfer or deliver any Common Stock or stock certificates or other securities
or property or to make any cash payment upon the surrender of any Security for
the purpose of conversion or to comply with any of the covenants of the Company
contained in this Article XV.

          The Trustee makes no representations as to the validity or sufficiency
of this Indenture; the recitals and statements herein are deemed to be those of
the Company and not of the Trustee.

          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.

                           (Signature Pages to Follow)


<PAGE>


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

                                           TOP TANKERS INC.


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           TOP TANKER MANAGEMENT INC.


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           VERMIO SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           RUPEL SHIPPING COMPANY INC.


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:

                                           GRAMOS SHIPPING COMPANY INC.


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:

                                           OLYMPOS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           HELIDONA SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           KALIDROMO SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           MYTIKAS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           LITOCHORO SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           KISAVOS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PARNIS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           IMITOS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:



                                           FALAKRO SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PSILORITIS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PYLIO SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           IDI SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           TAYGETUS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           VITSI SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PARNASOS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PAGEON SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           VARDOUSIA SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PARNON SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           MENALO SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           PINTOS SHIPPING COMPANY LIMITED


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                           MANUFACTURERS AND TRADERS TRUST
                                           COMPANY, AS TRUSTEE


                                           By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


<PAGE>


                                TOP Tankers Inc.
                 Certain Sections of this Indenture relating to
                  Sections 3.10 through 3.18, inclusive, of the
                          Trust Indenture Act of 1939:

Trust Indenture
Act Section                                                    Indenture Section

ss. 310  (a)(1)     ...........................................  6.10
         (a)(2)     ...........................................  6.10
         (a)(3)     ...........................................  Not Applicable
         (a)(4)     ...........................................  Not Applicable
         (a)(5)     ...........................................  6.10
         (b)        ...........................................  6.08
                    ...........................................  6.10
         (c)        ...........................................  Not Applicable
ss. 311  (a)        ...........................................  6.11
         (b)        ...........................................  6.11
         (c)        ...........................................  Not Applicable
ss. 312  (a)        ...........................................  7.01
                    ...........................................  7.02
         (b)        ...........................................  7.02
         (c)        ...........................................  7.02
ss. 313  (a)        ...........................................  6.06
                    ...........................................  7.03
         (b)        ...........................................  6.06
                    ...........................................  7.03
         (c)        ...........................................  6.06
                    ...........................................  7.03
         (d)        ...........................................  7.03
ss. 314  (a)        ...........................................  7.04
         (a)(4)     ...........................................  1.01
                    ...........................................  10.05
         (b)        ...........................................  Not Applicable
         (c)(1)     ...........................................  10.2
         (c)(2)     ...........................................  10.2
         (c)(3)     ...........................................  Not Applicable
         (d)        ...........................................  Not Applicable
         (e)        ...........................................  10.2
ss. 315  (a)        ...........................................  6.01
         (b)        ...........................................  6.05
         (c)        ...........................................  6.01
         (d)        ...........................................  6.01
         (e)        ...........................................  5.14
ss. 316  (a)        ...........................................  10.1
         (a)(1)(A)  ...........................................  5.02
                    ...........................................  5.12
         (a)(1)(B)  ...........................................  5.13
         (a)(2)     ...........................................  Not Applicable
         (b)        ...........................................  5.08
         (c)        ...........................................  10.4
ss. 317  (a)(1)     ...........................................  5.03
         (a)(2)     ...........................................  5.04
         (b)        ...........................................  10.03
ss. 318  (a)        ...........................................  1.07

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



23116.0001 #588569
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>d588567_ex4-4.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>

                                                                     Exhibit 4.4



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


                                TOP TANKERS INC.

                     the Subsidiary Guarantors named herein


                                       and


                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                     Trustee




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

                                    INDENTURE

                            Dated as of _____________

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




                          Subordinated Debt Securities

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......1

      Section 1.01   Definitions.............................................1
      Section 1.02   Compliance Certificates and Opinions....................9
      Section 1.03   Form of Documents Delivered to Trustee..................9
      Section 1.04   Acts of Holders; Record Dates..........................10
      Section 1.05   Notices, Etc., to Trustee, Company and Subsidiary
                     Guarantors.............................................12
      Section 1.06   Notice to Holders; Waiver..............................12
      Section 1.07   Conflict with Trust Indenture Act......................13
      Section 1.08   Effect of Headings and Table of Contents...............13
      Section 1.09   Successors and Assigns.................................13
      Section 1.10   Separability Clause....................................13
      Section 1.11   Benefits of Indenture..................................14
      Section 1.12   Governing Law..........................................14
      Section 1.13   Legal Holidays.........................................14
      Section 1.14   Consent to Service; Jurisdiction.......................14

ARTICLE II     SECURITY AND SUBSIDIARY GUARANTEE FORMS......................15

      Section 2.01   Forms Generally........................................15
      Section 2.02   Form of Face of Security...............................15
      Section 2.03   Form of Reverse of Security............................17
      Section 2.04   Form of Legend for Global Securities...................23
      Section 2.05   Form of Trustee's Certificate of Authentication........23
      Section 2.06   Form of Guarantee......................................23

ARTICLE III    THE SECURITIES...............................................26

      Section 3.01   Amount Unlimited; Issuable in Series...................26
      Section 3.02   Denominations..........................................29
      Section 3.03   Execution, Authentication, Delivery and Dating.........29
      Section 3.04   Temporary Securities...................................31
      Section 3.05   Registration, Registration of Transfer and Exchange....31
      Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities.......33
      Section 3.07   Payment of Interest; Interest Rights Preserved.........33
      Section 3.08   Persons Deemed Owners..................................35
      Section 3.09   Cancellation...........................................35
      Section 3.10   Computation of Interest................................35
      Section 3.11   CUSIP Numbers..........................................35

ARTICLE IV     SATISFACTION AND DISCHARGE...................................36

      Section 4.01   Satisfaction and Discharge of Indenture................36
      Section 4.02   Application of Trust Money.............................37

ARTICLE V      REMEDIES.....................................................37

      Section 5.01   Events of Default......................................37
      Section 5.02   Acceleration of Maturity; Rescission and Annulment.....39
      Section 5.03   Collection of Indebtedness and Suits for
                     Enforcement by Trustee.................................40
      Section 5.04   Trustee May File Proofs of Claim.......................41
      Section 5.05   Trustee May Enforce Claims Without Possession of
                     Securities.............................................41
      Section 5.06   Application of Money Collected.........................41
      Section 5.07   Limitation on Suits....................................42
      Section 5.08   Unconditional Right of Holders to Receive
                     Principal, Premium and Interest and to Convert.........42
      Section 5.09   Restoration of Rights and Remedies.....................43
      Section 5.10   Rights and Remedies Cumulative.........................43
      Section 5.11   Delay or Omission Not Waiver...........................43
      Section 5.12   Control by Holders.....................................43
      Section 5.13   Waiver of Past Defaults................................44
      Section 5.14   Undertaking for Costs..................................44
      Section 5.15   Waiver of Usury, Stay or Extension Laws................44

ARTICLE VI     THE TRUSTEE..................................................45

      Section 6.01   Duties of Trustee......................................45
      Section 6.02   Rights of Trustee......................................46
      Section 6.03   Individual Rights of Trustee...........................47
      Section 6.04   Trustee's Disclaimer...................................47
      Section 6.05   Notice of Default......................................47
      Section 6.06   Reports by Trustee to Holders..........................48
      Section 6.07   Compensation and Indemnity.............................48
      Section 6.08   Replacement of Trustee.................................49
      Section 6.09   Successor Trustee by Merger, Etc.......................50
      Section 6.10   Eligibility; Disqualification..........................50
      Section 6.11   Preferential Collection of Claims against Company......50

ARTICLE VII    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............50

      Section 7.01   Company to Furnish Trustee Names and Addresses of
                     Holders................................................50
      Section 7.02   Preservation of Information; Communications to
                     Holders................................................51
      Section 7.03   Reports by Trustee.....................................51
      Section 7.04   Reports by Company.....................................51

ARTICLE VIII   CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR
               LEASE........................................................52

      Section 8.01   Company May Consolidate, Etc., Only on Certain
                     Terms..................................................52
      Section 8.02   Amalgamations, Mergers, Consolidations and Certain
                     Sales of Assets by Subsidiary Guarantors...............52
      Section 8.03   Successor Corporation Substituted......................53

ARTICLE IX     SUPPLEMENTAL INDENTURES......................................54

      Section 9.01   Supplemental Indentures Without Consent of Holders.....54
      Section 9.02   Supplemental Indentures with Consent of Holders........55
      Section 9.03   Execution of Supplemental Indentures...................57
      Section 9.04   Effect of Supplemental Indentures......................57
      Section 9.05   Conformity with Trust Indenture Act....................57
      Section 9.06   Reference in Securities to Supplemental Indentures.....57

ARTICLE X      COVENANTS....................................................58

      Section 10.01  Payment of Securities..................................58
      Section 10.02  Maintenance of Office or Agency........................58
      Section 10.03  Money for Securities Payments to Be Held in Trust......58
      Section 10.04  Corporate Existence....................................59
      Section 10.05  Compliance Certificate; Notice of Default..............60

ARTICLE XI     REDEMPTION OF SECURITIES.....................................60

      Section 11.01  Applicability of Article...............................60
      Section 11.02  Election to Redeem; Notice to Trustee..................60
      Section 11.03  Selection by Trustee of Securities to Be Redeemed......61
      Section 11.04  Notice of Redemption...................................61
      Section 11.05  Deposit of Redemption Price............................62
      Section 11.06  Securities Payable on Redemption Date..................62
      Section 11.07  Securities Redeemed in Part............................63

ARTICLE XII    SINKING FUNDS................................................63

      Section 12.01  Applicability of Article...............................63
      Section 12.02  Satisfaction of Sinking Fund Payments with
                     Securities.............................................63
      Section 12.03  Redemption of Securities for Sinking Fund..............64

ARTICLE XIII   DEFEASANCE AND COVENANT DEFEASANCE...........................64

      Section 13.01  Company's Option to Effect Defeasance or Covenant
                     Defeasance.............................................64
      Section 13.02  Defeasance and Discharge...............................64
      Section 13.03  Covenant Defeasance....................................65
      Section 13.04  Conditions to Defeasance or Covenant Defeasance........65
      Section 13.05  Deposited Money and U.S. Government Obligations
                     to be Held in Trust; Other Miscellaneous
                     Provisions.............................................67
      Section 13.06  Reinstatement..........................................67

ARTICLE XIV    SUBSIDIARY GUARANTEE.........................................68

      Section 14.01  Subsidiary Guarantee...................................68
      Section 14.02  Execution and Delivery of Subsidiary Guarantees........70
      Section 14.03  Subsidiary Guarantors May Consolidate, Etc., on
                     Certain Terms..........................................70
      Section 14.04  Release of Subsidiary Guarantors.......................71
      Section 14.05  Additional Subsidiary Guarantors.......................71

ARTICLE XV     CONVERSION OF SECURITIES.....................................72

      Section 15.01  Applicability; Conversion Privilege and Conversion
                     Price..................................................72
      Section 15.02  Exercise of Conversion Price...........................72
      Section 15.03  Fractions of Shares....................................73
      Section 15.04  Adjustment of Conversion Price.........................73
      Section 15.05  Notice of Adjustments of Conversion Price..............76
      Section 15.06  Notice of Certain Corporate Action.....................76
      Section 15.07  Company to Reserve Common Stock........................77
      Section 15.08  Taxes on Conversions...................................77
      Section 15.09  Covenant as to Common Stock............................78
      Section 15.10  Cancellation of Converted Securities...................78
      Section 15.11  Provisions in Case of Consolidation, Merger or
                     Sale of Assets.........................................78
      Section 15.12  Responsibility of Trustee..............................79

ARTICLE XVI    SUBORDINATION OF SECURITIES..................................79

      Section 16.01  Securities Subordinate to Senior Indebtedness..........79
      Section 16.02  Payment Over of Proceeds Upon Dissolution, Etc.........79
      Section 16.03  Prior Payment to Senior Indebtedness Upon
                     Acceleration of Securities.............................80
      Section 16.04  No Payment When Senior Indebtedness in Default.........81
      Section 16.05  Payment Permitted If No Default........................82
      Section 16.06  Subrogation to Rights of Holders of Senior
                     Indebtedness...........................................82
      Section 16.07  Provisions Solely to Define Relative Rights............82
      Section 16.08  Trustee to Effectuate Subordination....................83
      Section 16.09  No Waiver of Subordination Provisions..................83
      Section 16.10  Notice to Trustee......................................83
      Section 16.11  Reliance on Judicial Order or Certificate of
                     Liquidating Agent......................................84
      Section 16.12  Trustee Not Fiduciary for Holders of Senior
                     Indebtedness...........................................84
      Section 16.13  Rights of Trustee as Holder of Senior
                     Indebtedness; Preservation of Trustee's Rights.........84
      Section 16.14  Article Applicable to Paying Agents....................85
      Section 16.15  Certain Conversions Deemed Payment.....................85
      Section 16.16  Trust Moneys Not Subordinated..........................85

<PAGE>

          INDENTURE, dated as of ______________, among TOP Tankers Inc., a
Marshall Islands company (herein called the "Company"), having its principal
office at 109-111 Messogion Avenue, Politia Centre, Athens, Greece, each of the
Subsidiary Guarantors named herein and Manufacturers and Traders Trust Company,
as trustee (herein called the "Trustee").

                RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

          The Company, directly or indirectly, owns beneficially all or
substantially all of the Capital Stock of the entities set forth on the
signature page attached hereto (the "Subsidiary Guarantors"); the Company and
the Subsidiary Guarantors are members of the same consolidated group of
companies and are engaged in related businesses; the Subsidiary Guarantors will
derive direct and indirect economic benefits from the issuance of the
Securities; accordingly, each of the Subsidiary Guarantors has duly authorized
the execution and delivery of this Indenture to provide for the Subsidiary
Guarantee (as hereinafter defined) by each of them with respect to the
Securities as set forth in this Indenture.

          All things necessary to make this Indenture a valid and legally
binding agreement of the Company and the Subsidiary Guarantors, in accordance
with 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 thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01      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 United States generally
     accepted accounting principles, and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted at the date of such
     computation;

          (4) the words "Article" and "Section" refer to an Article and Section,
     respectively, of this Indenture;

          (5) 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; and

          (6) certain terms used principally in Articles VI, X, XIII and XIV,
     are defined in those Articles.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified 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.

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

          "Board of Directors" means, with respect to the Company or a
Subsidiary Guarantor, either the board of directors of such Person or any duly
authorized committee of that board.

          "Board Resolution" means, with respect to the Company or a Subsidiary
Guarantor, a copy of a resolution certified by the Secretary or an Assistant
Secretary of such Person 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", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

          "Capital Lease Obligation" means, at any time any determination
thereof is made, the amount of the liability in respect of a capital lease that
would at such time be so required to be capitalized on the balance sheet in
accordance with generally accepted accounting principles.

          "Capital Stock", as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized, regardless of
whether such capital stock shall be limited to a fixed sum or percentage with
respect to the rights of the holders thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation.

          "Commission" means the Securities and Exchange Commission, 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" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which is not subject to redemption by the Company. However, subject
to the provisions of Section 3.01(19) and (21) and Section 15.11, shares
issuable on conversion of Securities shall include only shares of the class
designated as Common Stock of the Company at the date of this instrument or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman
of the Board, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

          "Corporate Trust Office" means the principal office of the Trustee in
at which at any particular time its corporate trust business shall be
administered, which office as of the date hereof is located at Corporate Trust
Services, 25 S. Charles St., 16th Floor, Baltimore, MD 21201.

          "Corporation" means a corporation, association, company, joint-stock
company or business trust.

          "Covenant Defeasance" has the meaning specified in Section 14.03.

          "Defaulted Interest" has the meaning specified in Section 3.07.

          "Defeasance" has the meaning specified in Section 14.02.

          "Defeasible Series" has the meaning specified in Section 14.01.

          "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 3.01.

          "Event of Default" has the meaning specified in Section 5.01.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any statute successor thereto.

          "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting
profession.

          "Global Security" means a Security that evidences all or part of the
Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.

          "Guarantee" or "guarantee" by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing any Indebtedness 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 Indebtedness or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness, (ii) to purchase
property, securities or services for the purpose of assuring the holder of such
Indebtedness of the payment of such Indebtedness, 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 Indebtedness
(and "Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing); provided, however, 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.

          "Guarantor Senior Indebtedness" has the meaning specified in Section
16.09.

          "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under interest rate swap agreements, interest rate
cap agreements, and interest rate collar agreements, and other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

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

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing Capital
Lease Obligations or the balance deferred and unpaid of the purchase price of
any property or representing any Hedging Obligations except any such balance
that constitutes an accrued expense or trade payable, and all deferrals,
renewals, extensions and refundings of obligations of any of the foregoing, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, and also includes, to the
extent not otherwise included, the Guarantee of any indebtedness of such Person
or any other Person.

          "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,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.

          "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

          "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "Lien" means any mortgage, lien, pledge, charge, security interest, or
other encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under applicable law.

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

          "Notice of Default" means a written notice of the kind specified in
Section 5.01(5).

          "Obligations" means any principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President, the Chief Financial Officer, the Finance
Director, the Treasurer or an Assistant Treasurer, of the Company or of a
Subsidiary Guarantor, and delivered to the Trustee.

          "Opinion of Counsel" means, as to the Company or a Subsidiary
Guarantor, a written opinion of counsel, who may be counsel for the Company or
such Subsidiary Guarantor, and who shall be acceptable to the Trustee.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

          (2) 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 or any Subsidiary Guarantor) in trust or set aside
     and segregated in trust by the Company or a Subsidiary Guarantor (if the
     Company or such Subsidiary Guarantor 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;

          (3) Securities as to which Defeasance has been effected pursuant to
     Section 14.02; and

          (4) Securities which have been paid pursuant to Section 3.06 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 bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, 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, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof to such date pursuant to Section 5.02, (B) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.01 on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in Clause (A) above) of such Security, and (C)
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 actually 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 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.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

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

          "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable, as specified pursuant to
Section 3.01.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "Prospectus" means the Prospectus of the Company dated __________
relating to the offering from time to time 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.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

          "Responsible Officer", when used with respect to the Trustee, means
any vice president, any assistant treasurer, any trust officer or assistant
trust officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers 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 and who shall have direct responsibility
for the administration of this Indenture.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

          "Senior Indebtedness" means the principal of (and premium, if any),
accrued interest (including interest accruing on or after the filing in
bankruptcy or reorganization relating to the Company or a Subsidiary Guarantor
whether or not a claim for post-filing interest is allowed in such proceedings),
fees, charges, expenses, reimbursement obligations, guarantees and other amounts
owing with respect to all Indebtedness of the Company and the Subsidiary
Guarantors (including Indebtedness of others guaranteed by the Company) other
than the Securities and the Subsidiary Guarantees, in any such case whether
outstanding on the date of this Indenture or the date Securities of any series
are issued hereunder or thereafter created, incurred or assumed, unless in any
case in the instrument creating or evidencing any such Indebtedness or
obligation or pursuant to which the same is outstanding it is provided that such
Indebtedness or obligation is not superior in right of payment to the Securities
and the Subsidiary Guarantees, or it is provided that such obligation is
subordinated to senior indebtedness to substantially the same extent as the
Securities and the Subsidiary Guarantees, are subordinated to Senior
Indebtedness.

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

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.07.

          "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Subsidiary Guarantees" means, with respect to the Securities of any
series, the guarantees with respect to the Securities of such Series by a
Subsidiary Guarantor pursuant to Article XIV hereof or a supplemental indenture
hereto.

          "Subsidiary Guarantor" means, with respect to the Securities of any
series, any Subsidiary of the Company that provides a Subsidiary Guarantee with
respect to the Securities of such series in this Indenture or pursuant to a
supplemental indenture hereto.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
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.

          "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 or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean each Trustee with respect to
Securities of that series.

          "U.S. Government Obligations" has the meaning specified in Section
14.04.

          "Vice President", when used with respect to the Company, a Subsidiary
Guarantor or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president".

Section 1.02      Compliance Certificates and Opinions.

          Upon any application or request by the Company or by a Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company 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 Officer's 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 requirements set forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
provided for in Section 10.05) shall include

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

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

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

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

Section 1.03      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 or any subsidiary of
the Company stating that the information with respect to such factual matters is
in the possession of the Company or any subsidiary 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 1.04      Acts of Holders; Record Dates.

          Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted 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 agent 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 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

          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.

          The Company may, in the circumstances permitted by the Trust Indenture
Act, set any day as the record date for the purpose of determining the Holders
of Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities of such series. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date. With regard to any action that may be given or
taken hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a record
date is set pursuant to this paragraph, the Company may, at its option, set an
expiration date after which no such action purported to be given or taken by any
Holder shall be effective hereunder unless given or taken on or prior to such
expiration date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this paragraph, the Company
may, on one or more occasions at its option, extend such date to any later date.
Nothing in this paragraph shall prevent any Holder (or any duly appointed agent
thereof) from giving or taking, after any such expiration date, any action
identical to, or, at any time, contrary to or different from, the action or
purported action to which such expiration date relates, in which event the
Company may set a record date in respect thereof pursuant to this paragraph.
Nothing in this paragraph shall be construed to render ineffective any action
taken at any time by the Holders (or their duly appointed agents) of the
requisite principal amount of Outstanding Securities of the relevant series on
the date such action is so taken. Notwithstanding the foregoing or the Trust
Indenture Act, the Company shall not set a record date for, and the provisions
of this paragraph shall not apply with respect to, any notice, declaration or
direction referred to in the next paragraph.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, if an Event of Default with respect to
Securities of such series has occurred and is continuing and the Trustee shall
not have given such a declaration to the Company, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. Promptly
after any record date is set pursuant to this paragraph, the Trustee shall
notify the Company and the Holders of Outstanding Series of such series of any
such record date so fixed and the proposed action. The Holders of Outstanding
Securities of such series on such record date (or their duly appointed agents),
and only such Persons, shall be entitled to join in such notice, declaration or
direction, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration or direction shall have become
effective by virtue of Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents)
having joined therein on or prior to the 90th day after such record date, such
notice, declaration or direction shall automatically and without any action by
any Person be cancelled and of no further effect. Nothing in this paragraph
shall be construed to prevent a Holder (or a duly appointed agent thereof) from
giving, before or after the expiration of such 90-day period, a notice,
declaration or direction contrary to or different from, or, after the expiration
of such period, identical to, the notice, declaration or direction to which such
record date relates, in which event a new record date in respect thereof shall
be set pursuant to this paragraph. Nothing in this paragraph shall be construed
to render ineffective any notice, declaration or direction of the type referred
to in this paragraph given at any time to the Trustee and the Company by Holders
(or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such notice,
declaration or direction is so given.

          Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

Section 1.05   Notices, Etc., to Trustee, Company and Subsidiary Guarantors.

          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 or any Subsidiary
     Guarantor shall be sufficient for every purpose hereunder if made, given,
     furnished or filed in writing (which may be via facsimile) to or with the
     Trustee at its Corporate Trust Office, Attention: Dante M. Monakil, or

          (2) the Company or any Subsidiary Guarantor 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 1.06      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 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 1.07      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 a
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. Wherever this Indenture refers to a provision of the Trust Indenture
Act, such provision is incorporated by reference in and made a part of this
Indenture.

          The following Trust Indenture Act terms used in this Indenture have
the following meanings:

          "commission" means the United States Securities and Exchange
          Commission;

          "indenture securities" means the Securities;

          "indenture security holder" means a Holder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor on the indenture securities" means the Company, the
          Subsidiary Guarantors and any other obligor on the Securities.

          All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by the Trust Indenture Act
referenced to another statute or defined by any Commission Rule and not
otherwise defined herein have the meanings defined to them thereby.

Section 1.08      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 1.09      Successors and Assigns.

          All covenants and agreements in this Indenture by the Company or any
Subsidiary Guarantor shall bind its respective 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, the holders of Senior Indebtedness and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

Section 1.12      Governing Law.

          This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the law of the State of New York,
but without regard to principles of conflicts of laws.

Section 1.13      Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert his Securities shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) or conversion of the Securities need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, or on such last day for conversion, provided that no interest shall
accrue for the intervening period.

Section 1.14      Consent to Service; Jurisdiction

          (a) The Company, each Subsidiary Guarantor and the Trustee agree that
any legal suit, action or proceeding arising out of or relating to this
Indenture, and the Company and each Subsidiary Guarantor agree that any legal
suit, action or proceeding arising out of or relating to the Securities, may be
instituted in any federal or state court in the Borough of Manhattan, the City
of New York. Each of the Company, each Subsidiary Guarantor and the Trustee
waives any objection which it may now or hereafter have to the laying of the
venue of any such legal suit, action or proceeding, waives any immunity from
jurisdiction or to service of process in respect of any such suit, action or
proceeding, and irrevocably submits to the exclusive jurisdiction of any such
court in any such suit, action or proceeding.

          (b) Each of the Company and each Subsidiary Guarantor hereby
designates and appoints Seward & Kissel LLP as its authorized agent upon which
process may be served in any legal suit, action or proceeding arising out of or
relating to this Indenture or the Securities which may be instituted in any
federal or state court in the Borough of Manhattan, the City of New York, and
agrees that service of process upon such agent, and written notice of said
service to the Company and the Subsidiary Guarantors by the Person serving the
same, shall be deemed in every respect effective service of process upon the
Company and the Subsidiary Guarantors in any such suit, action or proceeding and
further designates its domicile, the domicile of New York, New York specified
above and any domicile it may have in the future as its domicile to receive any
notice hereunder (including service of process). Service of process, to be
effective upon the Trustee, must be served at the Trustee's Corporate Trust
Office. If for any reason Seward & Kissel LLP (or any successor agent for this
purpose) shall cease to act as agent for service of process as provided above,
the Company will promptly appoint a successor agent for this purpose reasonably
acceptable to the Trustee. The Company and the Subsidiary Guarantors agree to
take any and all actions necessary to maintain such designation and appointment
of such agent in full force and effect.

                                   ARTICLE II

                   SECURITY AND SUBSIDIARY GUARANTEE FORMS

Section 2.01      Forms Generally.

          The Securities of each series and the Subsidiary Guarantees to be
endorsed thereon shall be in substantially the form set forth in this Article,
or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case 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 or Subsidiary Guarantees, as the case may be, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

          The definitive Securities and the Subsidiary Guarantees to be endorsed
thereon shall be printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the officers executing
such Securities or Subsidiary Guarantees, as the case may be, as evidenced by
their execution of such Securities.

Section 2.02      Form of Face of Security.

          [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                                TOP TANKERS INC.

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

No. _______________                                         $_____________



          TOP Tankers Inc., a Marshall Islands company (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________________________________, or registered assigns, the principal
sum of __________________________________ Dollars on
________________________________ [if the Security is to bear interest prior to
Maturity, insert -- , and to pay interest thereon from ____________________ or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on _______________ and ______________ in each
year, commencing _________________, at the rate of ______ per annum, until the
principal hereof is paid or made available for payment [if applicable, insert --
, and at the rate of ___% per annum on any overdue principal and premium and on
any overdue installment of interest]. 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 one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the ________ or _______
(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 one or more
Predecessor Securities) 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 of this series
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 of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

          [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal of this Security shall bear
interest at the rate of ____% per annum, which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of _____% per annum which shall accrue from the date
of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

          Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ____________, 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 [if applicable, insert -- ;
provided, however, 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].

          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.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                    TOP TANKERS INC.


                                    By: ____________________________
                                          Name
                                          Title:

Attest:


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


Section 2.03      Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _________ (herein called the
"Indenture"), among the Company, the Subsidiary Guarantors named therein and
Manufacturers and Traders Trust Company, 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 Subsidiary Guarantors, the Trustee,
the holders of Senior Indebtedness and the Holders of the Securities and of the
terms upon which the Securities and the Subsidiary Guarantees endorsed thereon
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof [if applicable, insert --,
- --------------------- limited in aggregate principal amount to $___________].

          [If applicable, insert -- Subject to and upon compliance with the
provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time on or before the close of business on __________, or in case
this Security or a portion hereof is called for redemption, then in respect of
this Security or such portion hereof until and including, but (unless the
Company defaults in making the payment due upon redemption) not after, the close
of business on the 10th calendar day before the Redemption Date, to convert this
Security (or any portion of the principal amount hereof which is $1,000 or an
integral multiple thereof), at the principal amount hereof, or of such portion,
into fully paid and non-assessable shares (calculated as to each conversion to
the nearest 1/100 of a share) of Common Stock of the Company at a conversion
price per share of Common Stock equal to $_____ per each share of Common Stock
(or at the current adjusted conversion price if an adjustment has been made as
provided in the Indenture) by surrender of this Security, duly endorsed or
assigned to the Company or in blank, to the Company at its office or agency in
_________, accompanied by written notice to the Company that the Holder hereof
elects to convert this Security, or if less than the entire principal amount
hereof is to be converted, the portion hereof to be converted, and, in case such
surrender shall be made during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date (unless this Security or the portion
thereof being converted has been called for redemption on a Redemption Date
within such period), also accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of this Security then being converted. Subject to the
aforesaid requirement for payment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion. No fractions of shares
or scrip representing fractions of shares will be issued on conversion, but
instead of any fractional interest the Company shall pay a cash adjustment as
provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of shares of Common Stock into
which this Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).]

          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on _____________ in any year commencing with the year 20___ and ending with
the year 20__ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after __________, 20__], 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 [if applicable, insert -- on
or before _______________, __%, and if redeemed] during the 12-month period
beginning _____________ of the years indicated,


Year              Redemption Price         Year            Redemption Price
- ----              ----------------         ----            ----------------




and thereafter at a Redemption Price equal to _______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
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 one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ___________ of the years indicated,


                        Redemption Price        Redemption Price For
                         For Redemption         Redemption Otherwise
                       Through Operation       Than Through Operation
Year                  of the Sinking Fund        of the Sinking Fund
- ----                  -------------------        -------------------






and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to 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 one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

          [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ____________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than ______% per annum.]

          [If applicable, insert -- The sinking fund for this series provides
for the redemption on ______________ in each year beginning with the year
_______ and ending with the year _______ of [if applicable, insert -- not less
than $___________ ("mandatory sinking fund") and not more than] $___________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert mandatory] sinking fund payments [if applicable, insert --
and Securities surrendered for conversion] may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- in the inverse order in which they become
due.]

          [If the Security is subject to redemption of any kind, insert -- In
the event of redemption or conversion of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed or
unconverted portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

          The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take action
as may be necessary or appropriate to effectuate the subordination so provided
and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.

          As provided in the Indenture and subject to certain limitations
therein set forth, the obligations of the Company under the Indenture and this
Security are Guaranteed on a subordinated basis pursuant to Subsidiary
Guarantees endorsed hereon. The Indenture provides that a Subsidiary Guarantor
shall be released from its Subsidiary Guarantee upon compliance with certain
conditions.

          [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [(1) the entire indebtedness of this Security or (2)]
certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the
Indenture.]

          [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest all of the
Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]

          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 Subsidiary Guarantors and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company, the Subsidiary Guarantors and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company or
the Subsidiary Guarantors 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.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

          Subject to the rights of holders of Senior Indebtedness, as set forth
in the Indenture, no other reference herein to the Indenture and no other
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 or to convert
this Security as provided in the Indenture.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, 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
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series 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 of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor 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 Security Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, the Subsidiary Guarantors, the Trustee and any agent of
the Company, the Subsidiary Guarantors 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 Subsidiary
Guarantors, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

          [If applicable, insert --

                           [FORM OF CONVERSION NOTICE]

To:   TOP TANKERS INC.

          The undersigned owner of this Security hereby irrevocably exercises
the option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of TOP
Tankers Inc., in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities, representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.

Dated:

Fill in for registration of
    shares of Common Stock and
    Securities if to be issued
    otherwise than to the
    registered holder.
                                    Principal Amount to be
                                       converted (in an integral
                                       multiple of $1,000, if
                                       less than all):
                                    $

- -------------------------------
Name

- -------------------------------
Address

- -------------------------------     -------------------------------------
(Please print name and                    Signature
 address, including zip code
 number)


SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING                [SIGNATURE GUARANTEED --
NUMBER                                 required only if
                                       Common Stock and Securities are to be
                                       issued and delivered to other than
                                       registered holder]
[----------------------------]


Section 2.04      Form of Legend for Global Securities.

          Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

          This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary or a nominee thereof and no such transfer may be registered, except
in the limited circumstances described in the Indenture. Every Security
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.

Section 2.05      Form of Trustee's Certificate of Authentication.

          The Trustee's certificates of authentication shall be in substantially
the following form:

          This is one of the Securities of the series designated herein with the
Subsidiary Guarantees endorsed hereon and referred to in the within-mentioned
Indenture.

                                   MANUFACTURERS AND TRADERS TRUST COMPANY,
                                   as Trustee


                                   By:  _______________________
                                        Authorized Signatory

                                   Dated: __________________
<PAGE>



Section 2.06      Form of Guarantee.

                                    GUARANTEE

          For value received, each of the Subsidiary Guarantors listed below
hereby jointly and severally unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed, and to the Trustee on behalf of
such Holder, the due and punctual payment of the principal of (and premium, if
any) and interest on such Security when and as the same shall become due and
payable, whether at the Stated Maturity, by acceleration, call for redemption,
purchase or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of the Company punctually to make
any such payment, each of the Subsidiary Guarantors hereby jointly and severally
agrees to cause such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, purchase or otherwise, and as if such payment were made by the
Company.

          Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of such Security or the Indenture, the
absence of any action to enforce the same or any release or amendment or waiver
of any term of any other Guarantee of, or any consent to departure from any
requirement of any other Guarantee of all or of any of the Securities, the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of the Bankruptcy Code of the application of Section 1111(b)(2) of the
Bankruptcy Code, any borrowing or grant of a security interest by the Company,
as debtor-in-possession, under Section 364 of the Bankruptcy Code, the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the claims of the Trustee or any of the Holders for payment of any of the
Securities, any waiver or consent by the Holder of such Security or by the
Trustee or either of them with respect to any provisions thereof or of the
Indenture, the obtaining of any judgment against the Company or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each of the Subsidiary
Guarantors hereby waives the benefits of diligence, presentment, demand of
payment, any requirement that the Trustee or any of the Holders exhaust any
right or take any action against the Company or any other Person, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium, if any) or
interest on such Security, whether at the Stated Maturity, by acceleration, call
for redemption, purchase or otherwise, legal proceedings may be instituted by
the Trustee on behalf of, or by, the Holder of such Security, subject to the
terms and conditions set forth in the Indenture, directly against each of the
Subsidiary Guarantors to enforce this Subsidiary Guarantee without first
proceeding against the Company. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default, the Trustee or
any of the Holders are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Securities, to collect
interest on the Securities, or to enforce or exercise any other right or remedy
with respect to the Securities, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

          The indebtedness of each Subsidiary Guarantor evidenced by this
Subsidiary Guarantee is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness of such Subsidiary Guarantor, and this Subsidiary Guarantee is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

          No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Security upon which this Subsidiary Guarantee is endorsed.

          Each Subsidiary Guarantor shall be subrogated to all rights of the
Holder of this Security against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on this Security and all other Securities
issued under the Indenture shall have been paid in full.

          This Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Securities whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

          The Subsidiary Guarantors shall have the right to seek contribution
from any non-paying Subsidiary Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

          The Subsidiary Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to certain
conditions provided in the Indenture.

          By delivery of a Supplemental Indenture to the Trustee in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of the Indenture will be deemed to have executed and delivered
this Guarantee for the benefit of the Holder of this Security with the same
effect as if such Subsidiary Guarantor was named below.

          All terms used in this Subsidiary Guarantee which are defined in the
Indenture referred to in the Security upon which this Subsidiary Guarantee is
endorsed shall have the meanings assigned to them in such Indenture.

          This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

          Reference is made to Article XIV and Article XVI of the Indenture for
further provisions with respect to this Subsidiary Guarantee.

          THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Subsidiary Guarantee to be duly executed.


                                     [Insert Subsidiary Guarantors, as
                                     applicable]
                                     Each as Subsidiary Guarantor


                                     By_______________________________
                                          Authorized Signatory

                                  ARTICLE III

                                 THE SECURITIES

Section 3.01      Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

          (1) the title of the Securities of the series, including CUSIP Numbers
     (which shall distinguish the Securities of the series from Securities of
     any other series);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for
     any Securities which, pursuant to Section 3.03, are deemed never to have
     been authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (4) the date or dates on which the principal of the Securities of the
     series is payable;

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which any such interest shall be payable and
     the Regular Record Date for any interest payable on any Interest Payment
     Date;

          (6) the place or places where the principal of and any premium and
     interest on Securities of the series shall be payable;

          (7) the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

          (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) the currency, currencies or currency units in which payment of
     the principal of and any premium and interest on any Securities of the
     series shall be payable if other than the currency of the United States of
     America and the manner of determining the equivalent thereof in the
     currency of the United States of America for purposes of the definition of
     "Outstanding" in Section 1.01;

          (11) if the amount of payments of principal of or any premium or
     interest on any Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (12) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or a Holder
     thereof, in one or more currencies or currency units other than that or
     those in which the Securities are stated to be payable, the currency,
     currencies or currency units in which payment of the principal of and any
     premium and interest on Securities of such series as to which such election
     is made shall be payable, and the periods within which and the terms and
     conditions upon which such election is to be made;

          (13) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02;

          (14) the applicability, nonapplicability, or variation, of Article XIV
     with respect to the Securities of such Series;

          (15) if applicable, that the Securities of the series shall be subject
     to either or both of Defeasance or Covenant Defeasance as provided in
     Article XIII; provided that no series of Securities that is convertible
     into Common Stock as provided in Article XV or convertible into or
     exchangeable for any other securities pursuant to Section 3.01(18) shall be
     subject to Defeasance pursuant to Section 13.02;

          (16) if and as applicable, that the Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the Depositary or Depositaries for such Global Security
     or Global Securities and any circumstances other than those set forth in
     Section 3.05 in which any such Global Security may be transferred to, and
     registered and exchanged for Securities registered in the name of, a Person
     other than the Depositary for such Global Security or a nominee thereof and
     in which any such transfer may be registered;

          (17) the terms and conditions, if any, pursuant to which the
     Securities are convertible into Common Stock of the Company pursuant to
     Article XV, and any variation thereof;

          (18) the terms and conditions, if any, pursuant to which the
     Securities are convertible into or exchangeable for any other securities;

          (19) any addition to or change in the Events of Default set forth in
     Section 5.01 and the covenants set forth in Article X which applies to
     Securities of the series;

          (20) any requirements for Subsidiary Guarantees by any Subsidiary
     Guarantors; and

          (21) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 9.01(5)).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.03) set
forth, or determined in the manner provided, in the Officer's Certificate
referred to above or in any such indenture supplemental hereto.

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of the series.

          The Company may, from time to time, by adoption of a Board Resolution
and subject to compliance with any other applicable provisions of this
Indenture, without the consent of the Holders, create and issue pursuant to this
Indenture additional securities of any series of Securities ("Add On
Securities") having terms and conditions identical to those of such series of
Outstanding Securities, except that such Add On Securities:

            (i) may have a different issue date from such series of Outstanding
Securities;

            (ii) may have a different amount of interest payable on the first
Interest Payment Date after issuance than is payable on such series of
Outstanding Securities; and

            (iii) may have terms specified in such Board Resolution for such Add
On Securities making appropriate adjustments to this Article III applicable to
such Add On Securities in order to conform to and ensure compliance with the
Securities Act (or applicable securities laws) which are not adverse in any
material respect to the Holder of any Outstanding Securities (other than such
Add On Securities) and which shall not affect the rights or duties of the
Trustee.

Section 3.02      Denominations.

          The Securities of each series shall be issuable only in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 3.01. In the absence of any such specified denomination with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

Section 3.03      Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents under its corporate seal reproduced thereon attested by its
Chief Financial Officer, Finance Director, its Treasurer or an Assistant
Treasurer, its Secretary or one of its Assistant Secretaries. 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 any time the proper officers of the Company 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 of any Series executed by the
Company and having endorsed thereon the Subsidiary Guarantees executed pursuant
to Section 14.02 by the Subsidiary Guarantors to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities with the Subsidiary Guarantees endorsed thereon, and the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities
with the Subsidiary Guarantees endorsed thereon. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating,

          (1) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 2.01, that such form has been
     established in conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 3.01, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (3) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

          If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security or Subsidiary Guarantee 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 and the Subsidiary Guarantee endorsed thereon have
been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.09, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 3.04      Temporary Securities.

          Pending the preparation of definitive Securities of any series, 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 having endorsed thereon the Subsidiary Guarantees substantially
of the tenor of the definitive Subsidiary Guarantees in lieu of which they are
issued duly executed by the Subsidiary Guarantors and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities and Subsidiary Guarantees may determine, as evidenced
by their execution of such Securities and Subsidiary Guarantees.

          If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and having endorsed thereon Subsidiary
Guarantees of the same tenor executed by the Subsidiary Guarantors. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.

Section 3.05      Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being 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. The Trustee 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 of any
series at the office or agency in a Place of Payment for that series, 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
the same series, of any authorized denominations and of a like tenor and
aggregate principal amount, each such Security having endorsed thereon the
Subsidiary Guarantees executed by the Subsidiary Guarantors.

          At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like tenor and aggregate principal amount, and having the Subsidiary Guarantee
endorsed thereon executed by each Subsidiary Guarantor, 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, the Subsidiary
Guarantors shall execute the Subsidiary Guarantees endorsed on and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

          All Securities and the Subsidiary Guarantees endorsed thereon issued
upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Company and the respective Subsidiary Guarantors, evidencing
the same debt and Subsidiary Guarantees, and entitled to the same benefits under
this Indenture, as the Securities and Subsidiary Guarantees 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 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 Security Registrar 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 3.04, 9.06 or 11.07 not
involving any transfer.

          The Company shall not be required (1) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and ending
at the close of business on the day of such mailing, or (2) 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.

          Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(1) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered under the Exchange Act, (2) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
transferable, registrable and exchangeable, and such transfers shall be
registrable, (3) there shall have occurred and be continuing an Event of Default
with respect to the Securities evidenced by such Global Security or (4) there
shall exist such other circumstances, if any, as have been specified for this
purpose as contemplated by Section 3.01. Notwithstanding any other provision in
this Indenture, a Global Security to which the restriction set forth in the
preceding sentence shall have ceased to apply may be transferred only to, and
may be registered and exchanged for Securities registered only in the name or
names of, such Person or Persons as the Depositary for such Global Security
shall have directed and no transfer thereof other than such a transfer may be
registered.

          Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security to which the
restriction set forth in the first sentence of the preceding paragraph shall
apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security.

Section 3.06      Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute, the Subsidiary Guarantors shall execute the Subsidiary Guarantees
endorsed thereon, and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and 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, each Subsidiary Guarantor 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 bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding and
having endorsed thereon the Subsidiary Guarantees executed by the Subsidiary
Guarantors.

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

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

          Every new Security of any series issued pursuant to this Section in
exchange for any mutilated Security or in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company and the respective Subsidiary Guarantors, whether or not the mutilated,
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 of that series duly issued
hereunder.

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

Section 3.07      Payment of Interest; Interest Rights Preserved.

          Except as otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, 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 one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

          Any interest on any Security of any series 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 of such series (or their
     respective Predecessor Securities) 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 of such series 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 of Securities of
     such series 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 of such series (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following Clause (2).

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

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

          Subject to the provisions of Section 15.02, in the case of any
Security which is converted after any Regular Record Date and on or prior to the
next succeeding Interest Payment Date, interest whose Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Security which is
converted, interest whose Stated Maturity is after the date of conversion of
such Security shall not be payable.

Section 3.08      Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Subsidiary Guarantors, the Trustee and any agent of the
Company, the Subsidiary Guarantors 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 any premium and (subject to Section
3.07) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Subsidiary
Guarantors, the Trustee nor any agent of the Company, the Subsidiary Guarantors
or the Trustee shall be affected by notice to the contrary.

Section 3.09      Cancellation.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or conversion or for credit against any sinking fund
payment 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 may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, 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 disposed of by
the Trustee in its customary manner.

Section 3.10      Computation of Interest.

          Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series 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 in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption 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 and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any changes in the "CUSIP" numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01      Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of conversion, registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, 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 3.06 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) 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

               (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 and/or a Subsidiary Guarantor, in the case of
          (i), (ii) or (iii) above, has deposited or caused to be deposited with
          the Trustee as trust funds in trust for the purpose an amount
          sufficient to pay and discharge the entire indebtedness on such
          Securities not theretofore delivered to the Trustee for cancellation,
          for principal and any premium 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 and/or a Subsidiary Guarantor has paid or caused to be
     paid all other sums payable hereunder by the Company and the Subsidiary
     Guarantors; and

          (3) the Company has delivered to the Trustee an Officer's 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, the
obligations of the Company to the Trustee under Section 6.07, 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 Section 4.02, shall
survive such satisfaction and discharge.

Section 4.02      Application of Trust Money.

          All money deposited with the Trustee pursuant to Section 4.01 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 any
premium and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE V

                                    REMEDIES

Section 5.01      Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
XVI or 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 any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

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

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series; or

          (4) default in the performance, or breach, of Section 8.01 or Section
     8.02; 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 or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), 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 principal amount of the Outstanding Securities of that series 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) the Company shall fail to pay any Indebtedness in excess of
     $[_________] owing by the Company, or any interest or premium thereon, when
     due (whether by scheduled maturity, required prepayment, acceleration,
     demand or otherwise), and such failure shall continue after the applicable
     grace period, if any, specified in the agreement or instrument relating to
     such Indebtedness, or the Company shall fail to perform any term, covenant
     or agreement on its part to be performed under any agreement or instrument
     evidencing or securing or relating to any such Indebtedness, if the effect
     of such failure in either case is that the maturity of such Indebtedness is
     duly accelerated, without such Indebtedness having been discharged or such
     acceleration having been rescinded or annulled, in each such case, within a
     period of 10 days after there shall have been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by Holders of at least 25% in principal amount of the Outstanding
     Securities of that series, a written notice specifying such default and
     requiring the Company to cause such Indebtedness to be discharged or cause
     such acceleration to be rescinded or annulled, as the case may be, and
     stating that such notice is a "Notice of Default" hereunder (the Trustee
     shall not be deemed to have knowledge of a default under this subsection
     (5) unless it shall have actual knowledge thereof); provided, however,
     that, subject to the provisions of Sections 6.01 and 6.05, the Trustee
     shall not be deemed to have knowledge of such failure to pay unless either
     (A) a Responsible Officer of the Trustee shall have actual knowledge of
     such failure to pay or (B) the Trustee shall have received written notice
     thereof from the Company, from any Holder, from the holder of any such
     Indebtedness or from the trustee thereunder; or

          (7) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or any Subsidiary
     Guarantor that is a Significant Subsidiary in an involuntary case or
     proceeding under any applicable Federal, State or foreign bankruptcy,
     insolvency, reorganization or other similar law or (B) a decree or order
     adjudging the Company or any Subsidiary Guarantor that is a Significant
     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 Subsidiary Guarantor that is a
     Significant Subsidiary under any applicable Federal, State or foreign law,
     or appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or any Subsidiary
     Guarantor that is a Significant Subsidiary or of any substantial part of
     its property, or ordering the winding up or liquidation of its affairs, and
     the continuance of any such decree or order for relief or any such other
     decree or order unstayed and in effect for a period of 60 consecutive days;
     or

          (8) the commencement by the Company or any Subsidiary Guarantor that
     is a Significant Subsidiary of a voluntary case or proceeding under any
     applicable Federal, State or foreign 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 it to the entry of a decree or
     order for relief in respect of the Company or any Subsidiary Guarantor that
     is a Significant Subsidiary in an involuntary case or proceeding under any
     applicable Federal, State or foreign bankruptcy, insolvency, reorganization
     or other similar law or to the commencement of any bankruptcy or insolvency
     case or proceeding against it, or the filing by it of a petition or answer
     or consent seeking reorganization or relief under any applicable Federal,
     State or foreign law, or the consent by it to the filing of such petition
     or to the appointment of or taking possession by a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or any Subsidiary Guarantor that is a Significant Subsidiary or
     of any substantial part of their respective property, or the making by it
     of an assignment for the benefit of creditors, or the admission by it 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 Subsidiary Guarantor
     that is a Significant Subsidiary in furtherance of any such action; or

          (9) except as permitted by the terms hereof and the Securities, the
     cessation of effectiveness of any Subsidiary Guarantee of a Significant
     Subsidiary or the finding by any judicial proceeding that any such
     Subsidiary Guarantee is unenforceable or invalid or the denial or
     disaffirmation by any Subsidiary Guarantor that is a Significant Subsidiary
     of its obligations under its Subsidiary Guarantee; or

          (10) any other Event of Default provided with respect to Securities of
     that series.

Section 5.02      Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in
Section 5.01(7) or 5.01(8)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of
all of the Securities of that series 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 amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in Section
5.01(7) or 5.01(8) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, in the case of any Security of that series which specifies an amount to be
due and payable thereon upon acceleration of the Maturity thereof, such amount
as may be specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

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

          (1) the Company and/or any Subsidiary Guarantor has paid or deposited
     with the Trustee a sum sufficient to pay

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and any interest thereon at the rate or rates
          prescribed therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such 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;

          and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     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 5.03  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,

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 any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such 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 an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem necessary 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 5.04      Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Company or any
Subsidiary Guarantor (or any other obligor upon the Securities), or any of the
property or creditors of the Company or any Subsidiary Guarantor (or any other
obligor upon the Securities), 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 6.07.

          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,
however, 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'
or other similar committee.

Section 5.05      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, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 5.06      Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities 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 6.07;

               SECOND: To the payment of the amounts then due and unpaid for
          principal of and any premium 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 any
          premium and interest, respectively; and

               THIRD: To the Company, or to the extent the Trustee collects any
          amount from any Subsidiary Guarantor, to the Subsidiary Guarantor.

Section 5.07      Limitation on Suits.

          No Holder of any Security of any series 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 with respect to the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series 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 satisfactory to it 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
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such 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 of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 5.08      Unconditional Right of Holders to Receive Principal,
                  Premium and Interest and to Convert.

          Notwithstanding any other provision in this Indenture, but subject to
Article XVI, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and
(subject to Section 3.07) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to convert such Security in accordance with Article XV and
to institute suit for the enforcement of any such payment and right to convert,
and such rights shall not be impaired without the consent of such Holder.

Section 5.09      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 Subsidiary Guarantors, 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 3.06, 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 Securities
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 principal amount of the Outstanding
Securities of any series 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, with respect to the
Securities of such series, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture,

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction, and

          (3) subject to the provisions of Section 6.01, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall, by a Responsible Officer or Officers of the Trustee,
     determine, and the Trustee shall have received a legal opinion stating,
     that the proceedings so directed would involve the Trustee in personal
     liability.

Section 5.13      Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series, or

          (2) in respect of a covenant or provision hereof which under Article
     IX cannot be modified or amended without the consent of the Holder of each
     Outstanding Security of such series 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 apply to any suit instituted by the Trustee, to any suit instituted by any
Holders of the Securities, or group of Holders of the Securities, holding in the
aggregate more than 10% of principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder of the Outstanding Securities
for the enforcement of the payment of principal of or interest on any
Outstanding Securities held by such Holder, on or after the respective due dates
expressed in such Outstanding Securities, and provided, further, 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 or any Subsidiary Guarantor or the Trustee or, if
applicable, in any suit for the enforcement of the right to convert any Security
in accordance with Article XV.

Section 5.15      Waiver of Usury, Stay or Extension Laws.

          Each of the Company and each Subsidiary Guarantor 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 usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and each of the Company and each Subsidiary Guarantor (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.

                                   ARTICLE VI

                                   THE TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

Section 6.01      Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

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

          (1) The Trustee need perform only those duties as are specifically set
     forth in this Indenture and no others, and no covenants or obligations
     shall be implied in or read into this Indenture.

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

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

          (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 6.01.

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was grossly negligent in ascertaining the pertinent facts.

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

          (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture.

          (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section
6.01.

          (f) The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company or
any Subsidiary Guarantor. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.

Section 6.02      Rights of Trustee.

          Subject to Section 6.01:

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

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

          (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

          (e) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture, 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 or
any Subsidiary Guarantor, personally or by agent or attorney at the sole cost of
the Company and shall incur no liability or additional liability of any kind by
reason of such investigation.

          (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby.

          (g) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection of any action taken, suffered or omitted by the
Trustee hereunder in good faith and in reliance thereon.

          (h) the Trustee shall not be deemed to have notice of any Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture.

          (i) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

Section 6.03      Individual Rights of Trustee.

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

Section 6.04      Trustee's Disclaimer.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities or any Subsidiary Guarantee and it shall not be
accountable for the Company's or any Subsidiary Guarantor's use of the proceeds
from the Securities, and it shall not be responsible for any statement in the
Securities or any Subsidiary Guarantee, other than the Trustee's certificate of
authentication, or the use or application of any funds received by a Paying
Agent other than the Trustee.

Section 6.05      Notice of Default.

          If an Event of Default with respect to Securities of any series occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to
each Holder of Securities of such series notice of the uncured Event of Default
within 90 days after such Event of Default occurs. Except in the case of an
Event of Default in payment of principal (or premium, if any) of, or interest
on, any Security, the Trustee may withhold the notice if and so long as a
Responsible Officer in good faith determines that withholding the notice is in
the interest of the Holders of Securities of such series.

Section 6.06      Reports by Trustee to Holders.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Holder a brief report
dated as of such date that complies with Trust Indenture Act Section 313(a) if
such report is required by such Trust Indenture Act Section 313(a). The Trustee
also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall
also transmit by mail all reports as required by Trust Indenture Act Sections
313(c) and 313(d).

          The Company shall promptly notify the Trustee in writing if the
Securities of any series become listed on any stock exchange or automatic
quotation system.

          A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed with the Commission and each stock exchange, if
any, on which the Securities are listed.

Section 6.07      Compensation and Indemnity.

          The Company and the Subsidiary Guarantors shall pay to the Trustee
from time to time such compensation for its services as the Company and the
Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company and the Subsidiary Guarantors shall reimburse the Trustee
upon request for all reasonable disbursements, expenses and advances incurred or
made by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
counsel.

          The Company and the Subsidiary Guarantors, jointly and severally,
shall indemnify each of the Trustee (in its capacity as Trustee) and any
predecessor Trustee and each of their respective officers, directors,
attorneys-in-fact and agents for, and hold it harmless against, any claim,
demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel), loss, charges
(including taxes (other than taxes based upon the income of the Trustee)) or
liability incurred by them without gross negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust and their rights or duties hereunder including the reasonable costs and
expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
Trustee shall notify the Company and the Subsidiary Guarantors promptly of any
claim asserted against the Trustee for which it may seek indemnity. The Company
and the Subsidiary Guarantors shall defend the claim and the Trustee shall
provide reasonable cooperation at the Company's expense in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company and the Subsidiary Guarantors need not
pay for any settlement made without their written consent, which consent shall
not be unreasonably withheld. The Company and the Subsidiary Guarantors need not
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee to the extent determined by a court of competent jurisdiction to have
been caused by its own gross negligence, bad faith or willful misconduct.

          To secure the Company's and the Subsidiary Guarantors' payment
obligations in this Section 6.07, the Trustee shall have a lien prior to the
Securities on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal and premium, if any, of or
interest on any series of Securities.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(7) or (8) occurs, 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 6.07 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article IV of this Indenture and any
rejection or termination of this Indenture under any Bankruptcy Law.

Section 6.08      Replacement of Trustee.

          The Trustee may resign at any time with respect to the Securities of
one or more series by so notifying the Company and the Subsidiary Guarantors in
writing. The Holder or Holders of a majority in principal amount of the
outstanding Securities of a series may remove the Trustee with respect to
Securities of such series by so notifying the Company and the Trustee in writing
and may appoint a successor trustee with respect to Securities of such series
with the Company's consent. The Company may remove the Trustee if:

          (1) the Trustee fails to comply with Section 6.10;

          (2) the Trustee is adjudged bankrupt or insolvent;

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

          (4) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee, with respect to the Securities of one or more series, for any
reason, the Company shall promptly appoint a successor Trustee, with respect to
Securities of that or those series. Within one year after the successor Trustee
with respect to a series of Securities takes office, the Holder or Holders of a
majority in principal amount of the Securities of such series may appoint a
successor Trustee with respect to such series to replace the successor Trustee
appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the Trustee provided for in Section 6.07
have been paid, the retiring Trustee shall transfer all property held by it as
Trustee with respect to such series of Securities to the successor Trustee,
subject to the lien provided in Section 6.07, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee with respect to one or more series of Securities shall mail
notice of its succession to each Holder of Securities of that or those series.

          If a successor Trustee with respect to a series of Securities does not
take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company, the Subsidiary Guarantors or the Holder or
Holders of at least 10% in principal amount of the outstanding Securities of
that series may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

          If the Trustee fails to comply with Section 6.10, any Holder of
Securities of a series may petition any court of competent jurisdiction for the
removal of the Trustee with respect to such series and the appointment of a
successor Trustee with respect to such series.

          Notwithstanding replacement of the Trustee pursuant to this Section
6.08, the Company's obligations under Section 6.07 shall continue for the
benefit of the retiring Trustee.

Section 6.09      Successor Trustee by Merger, Etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

Section 6.10      Eligibility; Disqualification.

          The Trustee shall at all times satisfy the requirements of Trust
Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with Trust Indenture Act Section 310(b).

Section 6.11      Preferential Collection of Claims against Company.

          The Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act Section
311(b). A Trustee who has resigned or been removed shall be subject to Trust
Indenture Act Section 311(a) to the extent indicated.

                                  ARTICLE VII

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01      Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee:

          (1) semi-annually, not more than 15 days after each Regular Record
     Date, a list for each series of Securities, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     of such series as of the Regular Record Date, as the case may be, and

          (2) 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;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 7.02      Preservation of Information; Communications to Holders.

          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 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

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

Section 7.03      Reports by Trustee.

          The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

          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 any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee, in writing, when any Securities are listed on any stock
exchange or delisted therefrom.

Section 7.04      Reports by Company.

          The Company and each of the Subsidiary Guarantors 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 the
Trust Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                  ARTICLE VIII

          CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE

Section 8.01      Company May Consolidate, Etc., Only on Certain Terms.

          The Company may not, in a single transaction or a series of related
transactions:

          (a) consolidate or amalgamate or merge with or into any other Person
or permit any other Person to amalgamate, consolidate or merge with or into the
Company, or

          (b) directly or indirectly transfer, sell, lease (other than a charter
or lease of a vessel in the ordinary course of business) or otherwise dispose of
all or substantially all of its assets, 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 successor entity to the Company (A) is organized under
     the laws of (i) the United States or any State thereof or the District of
     Columbia, (ii) the Republic of Liberia, (iii) the Islands of Bermuda, (iv)
     the Republic of the Marshall Islands, (v) the Republic of Cyprus, (vi) the
     Republic of Malta, (vii) the Republic of Panama, (viii) a member state of
     the European Union or (ix) any other country recognized by the United
     States and (B) shall expressly assume, by a supplemental indenture executed
     and delivered to the Trustee in a form reasonably satisfactory to the
     Trustee, all of the Company's obligations under the Indenture;

          (2) immediately before and after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing; and

          (3) the Company and the successor Person have delivered to the Trustee
     an Officer's Certificate and an Opinion of Counsel each stating that such
     consolidation, amalgamation, merger, conveyance, lease, sale, disposition
     or transfer and such supplemental indenture comply with this Article and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with.

Section 8.02      Amalgamations, Mergers, Consolidations and Certain Sales of
                  Assets by Subsidiary Guarantors.

          (a) Except with respect to the Securities of any series whose terms
permit such transactions as an asset sale, no Subsidiary Guarantor shall, and
the Company shall not permit any Subsidiary Guarantor to, (i) amalgamate,
consolidate or merge with or into, or (ii) directly or indirectly transfer,
sell, lease or otherwise dispose of (other than pursuant to a charter or lease
of a vessel in the ordinary course of business) its properties and assets
substantially as an entirety to, any other Person (other than the Company or
another Subsidiary Guarantor) unless, in any such transaction:

          (1) in the case such Subsidiary Guarantor shall amalgamate,
     consolidate or merge with or into another Person or shall directly or
     indirectly convey, transfer or lease (other than a charter or lease of a
     vessel in the ordinary course of business) its properties and assets
     substantially as an entirety, the Person formed by such consolidation with
     or into which such Subsidiary Guarantor is amalgamated or merged, or the
     Person which acquires by transfer, sale or lease (other than a charter or
     lease of a vessel in the ordinary course of business) the properties and
     assets of such Subsidiary Guarantor substantially as an entirety (for
     purposes of this Article VIII, a "Successor Subsidiary Guarantor"), shall
     be organized under the laws of (i) the United States or any State thereof
     or the District of Columbia, (ii) the Republic of Liberia, (iii) the
     Islands of Bermuda, (iv) the Republic of the Marshall Islands, (v) the
     Republic of Cyprus, (vi) the Republic of Malta, (vii) the Republic of
     Panama, (viii) a member state of the European Union or (ix) any other
     country recognized by the United States;

          (2) the Successor Subsidiary Guarantor shall expressly assume by an
     indenture supplemental hereto executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of all
     obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and
     the Indenture and the performance of every covenant of this Indenture on
     the part of such Subsidiary Guarantor to be performed or observed;

          (3) immediately before and after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing; and

          (4) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that such consolidation,
     amalgamation, merger, conveyance, transfer or lease 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.

          The provisions of this Section 8.02 shall not be applicable to any
series of Securities unless, and only to the extent that, the terms of a
particular series of Securities so provide.

Section 8.03      Successor Corporation Substituted.

          Upon any consolidation or merger or any transfer of assets in
accordance with Section 8.01, the surviving Person formed by such consolidation
or into which the Company is merged or to which such transfer is made 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 surviving
Person had been named as the Company herein. When a surviving Person duly
assumes all of the obligations of the Company pursuant hereto and pursuant to
the Securities, the predecessor shall be relieved of the performance and
observance of all obligations and covenants of this Indenture and the
Securities, including but not limited to the obligation to make payment of the
principal of (and premium, if any) and interest on all the Securities then
outstanding, and the Company may thereupon or any time thereafter be liquidated
and dissolved.

          Except with respect to the Securities of any series whose terms permit
such transactions as an asset sale, upon any consolidation, amalgamation or
merger of a Subsidiary Guarantor with or into, or any conveyance, transfer or
lease (other than a charter or lease of a vessel in the ordinary course of
business) of the properties and assets of such Subsidiary Guarantor
substantially as an entirety in accordance with Section 8.02 to, a Person other
than the Company or another Subsidiary Guarantor, the Successor Subsidiary
Guarantor shall succeed to, and be substituted for, and may exercise every right
and power of, such Subsidiary Guarantor under this Indenture with the same
effect as if such Successor Subsidiary Guarantor had been named as a Subsidiary
Guarantor herein, and thereafter, except in the case of a lease, the predecessor
Subsidiary Guarantor shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01      Supplemental Indentures Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution of the Company, the Subsidiary Guarantors, when authorized by
respective Board Resolutions of the Subsidiary Guarantors, 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;

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company;

          (3) to add any additional Events of Default;

          (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities in uncertificated form;

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
     such addition, change or elimination (A) shall neither (i) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (ii) modify the
     rights of the Holder of any such Security with respect to such provision or
     (B) shall become effective only when there is no such Security Outstanding;

          (6) to secure the Securities;

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 and 3.01;

          (8) to comply with Section 8.01 and 8.02;

          (9) to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (10) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.11;

          (11) to make provisions with respect to the conversion rights of
     Holders pursuant to the requirements of Article XV;

          (12) 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, provided that such action pursuant
     to this clause (9) shall not adversely affect the interests of the Holders
     of Securities of any series in any material respect;

          (13) to add new Subsidiary Guarantors pursuant to Section 14.05; or

          (14) to conform any provision of this Indenture to the "Description of
     Debt Securities" contained in the Prospectus or any similar provision
     contained in any supplement to the Prospectus relating to an offering of
     debt securities under this Indenture.

Section 9.02      Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company, the Subsidiary
Guarantors and the Trustee, the Company, when authorized by a Board Resolution
of the Company, the Subsidiary Guarantors, when authorized by respective Board
Resolutions of the Subsidiary Guarantors, 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 of
Securities of such series under this Indenture; provided, however, 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 principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest or the time of payment of interest
     thereon or any premium payable upon the redemption thereof, or reduce the
     amount of the principal of an Original Issue Discount Security that would
     be due and payable upon a declaration of acceleration of the Maturity
     thereof pursuant to Section 5.02, or change any Place of Payment where, or
     the coin or currency in which, any Security or any premium or interest
     thereon is payable or the right of selection thereof, 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 adversely affect the right to convert any Security as
     provided in Article XV, or modify the provisions of this Indenture with
     respect to the ranking of the Securities in a manner adverse to the
     Holders;

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, 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;

          (3) modify any of the provisions of this Section or Section 5.13,
     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,
     provided, however, that this clause shall not be deemed to require the
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section, or the deletion of this
     proviso, in accordance with the requirements of Sections 6.08 and 9.01(10);

          (4) change any obligations of ours to maintain an office or agency, or
     modify or waive the provisions of Article XI;

          (5) modify or change any provision of this Indenture or the related
     definitions affecting the subordination or ranking of the Securities or any
     Subsidiary Guarantee in a manner which adversely affects the Holders;

          (6) change any obligation of ours to pay additional amounts;

          (7) adversely affect the right of repayment or repurchase at the
     option of the Holder; or

          (8) reduce or postpone any sinking fund or similar provision.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

            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 9.03      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,
and (subject to Section 6.01) shall be fully protected in relying upon, 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 9.04      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 9.05      Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 9.06      Reference in Securities to Supplemental Indentures.

          Securities of any series 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 and
the Subsidiary Guarantors shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee, the Company and the
Subsidiary Guarantors, to any such supplemental indenture may be prepared and
executed by the Company, and the Subsidiary Guarantees endorsed thereon may be
executed by the Subsidiary Guarantors and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE X

                                    COVENANTS

Section 10.01     Payment of Securities.

          The Company covenants and agrees for the benefit of each series of
Securities that it will pay the principal of and interest on the Securities of
that series on the dates and in the manner provided in the Securities of that
series and this Indenture. An installment of principal, premium, if any, or
interest on the Securities shall be considered paid on the date it is due if the
Trustee or Paying Agent (other than the Company or an Affiliate of the Company)
holds for the benefit of the Holders, on that date, immediately available funds
deposited and designated for and sufficient to pay the installment.

          The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Securities compounded
semi-annually, to the extent lawful.

Section 10.02     Maintenance of Office or Agency.

          The Company shall maintain in the Place of Payment for any series of
Securities, an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of any series that is
convertible may be surrendered for conversion, and where notices and demands to
or upon the Company or any Subsidiary Guarantor in respect of the Securities of
that series, any Subsidiary Guarantees endorsed thereon and this Indenture may
be served. The Company and the Subsidiary Guarantors 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 or any Subsidiary Guarantor 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
each of the Company and each Subsidiary Guarantor hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company shall 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. The Company hereby initially designates the principal
corporate trust office of the Trustee as such office of the Company.

Section 10.03     Money for Securities Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and 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 for any
series of Securities, it will, on or prior to each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

          The Company will cause each Paying Agent for any series of Securities
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) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

          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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium 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, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York City,
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 publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

Section 10.04     Corporate Existence.

          Subject to Article VIII, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence in accordance with the respective organizational documents of each of
them and the rights (charter and statutory) and corporate franchises of the
Company and each of its Subsidiaries; provided, however, that the Company shall
not be required to preserve, with respect to itself, any right or franchise, and
with respect to any of its Subsidiaries, any such existence, right or franchise,
if (a) the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and (b) the loss thereof is not disadvantageous in any material
respect to the Holders.

Section 10.05     Compliance Certificate; Notice of Default.

          (a) The Company shall deliver to the Trustee within 120 days after the
end of its fiscal year an Officer's Certificate complying with Section 314(a)(4)
of the Trust Indenture Act and stating that a review of its activities and the
activities of its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture (all without regard to periods of grace, which shall be deemed
fulfilled unless and until the expiration of such periods, or notice
requirements) and further stating, as to each such officer signing such
certificate, whether or not the signer knows of any failure by the Company or
any Subsidiary of the Company to comply with any conditions or covenants in this
Indenture and, if such signer does know of such a failure to comply, the
certificate shall describe such failure with particularity. The Officer's
Certificate shall also notify the Trustee should the relevant fiscal year end on
any date other than the current fiscal year end date.

          (b) The Company shall, so long as any of the Securities of any series
are outstanding, deliver to the Trustee, immediately upon becoming aware of any
Event of Default with respect to such series under this Indenture, an Officer's
Certificate specifying such Event of Default and what action the Company is
taking or proposes to take with respect thereto. The Trustee shall not be deemed
to have knowledge of an Event of Default unless one of its Responsible Officers
receives notice of the Event of Default from the Company or any of the Holders.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 11.01     Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

Section 11.02     Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, 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, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction.

Section 11.03     Selection by Trustee of Securities to Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor 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 of such series 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 the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. If less than
all of the Securities of such series and of a specified tenor 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 of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

          If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

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

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to 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 11.04     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 of any series are to
     be redeemed, the identification (and, in the case of partial redemption of
     any Securities, 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, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5) in the case of any Securities that are convertible pursuant to
     Article XV, the conversion price or rate, the date on which the right to
     convert the principal of the Securities to be redeemed will terminate and
     the place or places where such Securities may be surrendered for
     conversion,

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

          (7) that the redemption is for a sinking fund, if such is the case,
     and

          (8) applicable CUSIP Numbers.

          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 and shall be irrevocable.

Section 11.05     Deposit of Redemption Price.

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent an amount of money 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 other than any Securities called for redemption on that date which
have been converted prior to the date of such deposit.

          If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.07) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

Section 11.06     Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, 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, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 11.07     Securities Redeemed in Part.

          Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (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 Subsidiary
Guarantors shall execute their Subsidiary Guarantees to be endorsed on, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, 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

                                  SINKING FUNDS

Section 12.01     Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 12.02     Satisfaction of Sinking Fund Payments with Securities.

          The Company (1) may deliver Outstanding Securities of a series (other
than any Securities previously called for redemption) and (2) may apply as a
credit Securities of a series which have been converted pursuant to Article XV
or which have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.03     Redemption of Securities for Sinking Fund.

          Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 12.02, and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01     Company's Option to Effect Defeasance or Covenant
                  Defeasance.

          The Company may elect, at its option by Board Resolution at any time,
to have either Section 13.02 or Section 13.03 applied to the Outstanding
Securities of any series designated pursuant to Section 3.01 as being defeasible
pursuant to this Article XIII (hereinafter called a "Defeasible Series"), upon
compliance with the conditions set forth below in this Article XIII; provided
that Section 13.02 shall not apply to any series of Securities that is
convertible into Common Stock as provided in Article XV or convertible into or
exchangeable for any other securities pursuant to Section 3.01(18).

Section 13.02     Defeasance and Discharge.

          Upon the Company's exercise of the option provided in Section 13.01 to
have this Section 13.02 applied to the Outstanding Securities of any Defeasible
Series, the Company shall be deemed to have been discharged from its
obligations, and the provisions of Article XIV shall cease to be effective, with
respect to the Outstanding Securities of such series and the Subsidiary
Guarantors shall be deemed to have been discharged from their obligations with
respect to their Subsidiary Guarantees for such Outstanding Securities, as
provided in this Section on and after the date the conditions set forth in
Section 13.04 are satisfied (hereinafter called "Defeasance") and the Trustee
shall deliver to the Company and the Subsidiary Guarantors appropriate
instruments of satisfaction, discharge and release. 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 of such series
and to have satisfied all its other obligations under the Securities of such
series and this Indenture, and the Subsidiary Guarantors shall be deemed to have
satisfied all of their obligations under their Subsidiary Guarantees and this
Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in
Section 13.04 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities of such
series when payments are due, (2) the Company's obligations with respect to the
Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article XIII. Subject to compliance with this Article XIII, the Company
may exercise its option provided in Section 13.01 to have this Section 13.02
applied to the Outstanding Securities of any Defeasible Series notwithstanding
the prior exercise of its option provided in Section 13.01 to have Section 13.03
applied to the Outstanding Securities of such series.

Section 13.03     Covenant Defeasance.

          Upon the Company's exercise of the option provided in Section 13.01 to
have this Section 13.03 applied to the Outstanding Securities of any Defeasible
Series, (1) the Company shall be released from its obligations under Section
8.01 and Section 10.04 and the Subsidiary Guarantors shall be released from
their obligations under Section 8.02 and Article XIV, and (2) the occurrence of
any event specified in Sections 5.01(3), 5.01(5) (with respect to any of
Sections 8.01, 8.02 and 10.04), 5.01(6) and 5.01(9) shall be deemed not to be or
result in an Event of Default and (3) the provisions of Article XIV shall cease
to be effective, in each case with respect to the Outstanding Securities of such
series as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called "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 specified Section (to the extent so specified
in the case of Section 5.01(5)) , whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or by reason of any reference
in any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and the Securities of such series shall be
unaffected thereby. In addition, Covenant Defeasance means that each Subsidiary
Guarantor, if any, shall be released from its obligations under its Subsidiary
Guarantee to the extent that the Company is released from its obligations under
this Indenture.

Section 13.04     Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section
13.02 or Section 13.03 to the Outstanding Securities of any Defeasible Series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee that satisfies the
     requirements contemplated by Section 6.09 and agrees to comply with the
     provisions of this Article XIV applicable to it) 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
     Outstanding Securities of such series, (A) money in an amount, or (B) U.S.
     Government Obligations that 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, in each case 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 (or any such
     other qualifying trustee) to pay and discharge, the principal of and any
     premium and interest on the Securities of such series on the respective
     Stated Maturities, in accordance with the terms of this Indenture and the
     Securities of such series. As used herein, "U.S. Government Obligation"
     means (x) any security that is (i) a direct obligation of the United States
     of America for the payment of which full faith and credit of the United
     States of America is pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option of the
     issuer thereof, and (y) any depositary receipt issued by a bank (as defined
     in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
     with respect to any U.S. Government Obligation specified in Clause (x) and
     held by such custodian for the account of the holder of such depositary
     receipt, or with respect to any specific payment of principal of or
     interest on any such U.S. Government Obligation, 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 depositary receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal or interest evidenced by
     such depositary receipt.

          (2) In the case of an election under Section 13.02, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (A) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date first set forth hereinabove,
     there has been a change in the applicable Federal income tax law, in either
     case (A) or (B) to the effect that, and based thereon such opinion shall
     confirm that, the Holders of the Outstanding Securities of such series will
     not recognize gain or loss for Federal income tax purposes as a result of
     the deposit, Defeasance and discharge to be effected with respect to the
     Securities of such series and will be subject to Federal income tax on the
     same amount, in the same manner and at the same times as would be the case
     if such deposit, Defeasance and discharge were not to occur.

          (3) In the case of an election under Section 13.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series will not recognize
     gain or loss for Federal income tax purposes as a result of the deposit and
     Covenant Defeasance to be effected with respect to the Securities of such
     series and will be subject to Federal income tax on the same amount, in the
     same manner and at the same times as would be the case if such deposit and
     Covenant Defeasance were not to occur.

          (4) No Event of Default or event that (after notice or lapse of time
     or both) would become an Event of Default shall have occurred and be
     continuing at the time of such deposit or, with regard to any Event of
     Default or any such event specified in Sections 5.01(7) and (8), at any
     time on or prior to the 90th day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until after
     such 90th day).

          (5) 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.

          (6) No event or condition shall exist that, pursuant to the provisions
     of Article XIV, would prevent the Company from making payments of the
     principal of (and any premium) or interest on the Securities of such series
     on the date of such deposit or at any time on or prior to the 90th day
     after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until such 90th day shall have ended).

          (7) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.

Section 13.05     Deposited Money and U.S. Government Obligations
                  to be Held in Trust; Other Miscellaneous Provisions.

          All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 13.06, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section 13.04
in respect of the Securities of any Defeasible Series shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities of
such series and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of Securities of such series, of all sums
due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds
except to the extent required by law.

          The Company and the Subsidiary Guarantors (on a joint and several
basis) 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 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge that by law is for the
account of the Holders of Outstanding Securities.

          Anything in this Article XIII 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 13.04 with respect to Securities of any Defeasible Series that, 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 that would then be required to be deposited to
effect an equivalent Defeasance or Covenant Defeasance with respect to the
Securities of such series.

Section 13.06     Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article XIII with respect to the Securities of any series
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 of such series and
such Subsidiary Guarantor's obligation under its Subsidiary Guarantee and this
Indenture shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XIII with respect to Securities of such series until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 13.05 with respect to Securities of such series in
accordance with this Article XIII; provided, however, that if the Company or a
Subsidiary Guarantor makes any payment of principal of or any premium or
interest on any Security of such series following the reinstatement of its
obligations, the Company or the Subsidiary Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of Securities of such series to
receive such payment from the money so held in trust.

                                  ARTICLE XIV

                              SUBSIDIARY GUARANTEE

Section 14.01     Subsidiary Guarantee.

          Each of the Subsidiary Guarantors hereby jointly and severally
unconditionally Guarantees to each Holder of a Security of a series as to which
it is a Subsidiary Guarantor authenticated and delivered by the Trustee, and to
the Trustee on behalf of such Holder, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, purchase or otherwise, in accordance with the
terms of such Security and of this Indenture. In case of the failure of the
Company punctually to make any such payment, each of the Subsidiary Guarantors
hereby jointly and severally agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by acceleration, call for redemption, purchase or otherwise, and as
if such payment were made by the Company.

          Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of such Security or this Indenture, the
absence of any action to enforce the same, any exchange, release or
non-perfection of any Lien on any collateral for, or any release or amendment or
waiver of any term of any other Guarantee of, or any consent to departure from
any requirement of any other Guarantee of all or any of the Securities, the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of Title 11 of the United States Code (the "Bankruptcy Code") of the application
of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a
security interest by the Company, as debtor-in-possession, under Section 364 of
the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code,
of all or any portion of the claims of the Trustee or any of the Holders for
payment of any of the Securities, any waiver or consent by the Holder of such
Security or by the Trustee with respect to any provisions thereof or of this
Indenture, the obtaining of any judgment against the Company or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each of the Subsidiary
Guarantors hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or any of the Holders protect, secure,
perfect or insure any security interest in or other Lien on any property subject
thereto or exhaust any right or take any action against the Company or any other
Person or any collateral, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
Indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium, if any) or
interest on such Security, whether at their Stated Maturity, by acceleration,
call for redemption, purchase or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, the Holder of such Security, subject to the
terms and conditions set forth in this Indenture, directly against each of the
Subsidiary Guarantors to enforce this Subsidiary Guarantee without first
proceeding against the Company. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to
the Securities of the series as to which it is a Subsidiary Guarantor, the
Trustee or any of the Holders are prevented by applicable law from exercising
their respective rights to accelerate the maturity of the Securities of such
series, to collect interest on the Securities of such series, or to enforce or
exercise any other right or remedy with respect to the Securities of such
series, or the Trustee or the Holders are prevented from taking any action to
realize on any collateral, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

          The indebtedness evidenced by each Subsidiary Guarantee of a
Subsidiary Guarantor is, to the extent provided in this Indenture, subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness of such Subsidiary Guarantor, and the Subsidiary Guarantees are
issued subject to the provisions of this Indenture with respect thereto. Each
Holder of such Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

          Each Subsidiary Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its Subsidiary Guarantee is endorsed
against the Company in respect of any amounts paid by such Subsidiary Guarantor
on account of such Security pursuant to the provisions of its Subsidiary
Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor
shall be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest on all Securities issued hereunder as to which such Subsidiary
Guarantor is a Subsidiary Guarantor shall have been paid in full.

          Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Securities, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

          The Subsidiary Guarantors shall have the right to seek contribution
from any non-paying Subsidiary Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

Section 14.02     Execution and Delivery of Subsidiary Guarantees.

          The Subsidiary Guarantees to be endorsed on the Securities of any
series shall include the terms of the Subsidiary Guarantee set forth in Section
14.01 and any other terms that may be set forth in the form established pursuant
to Section 2.06. Each of the Subsidiary Guarantors hereby agrees to execute its
Subsidiary Guarantee, in a form established pursuant to Section 2.06, to be
endorsed on each Security as to which it is a Subsidiary Guarantor authenticated
and delivered by the Trustee.

          The Subsidiary Guarantee shall be executed on behalf of each
respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's
Chairman of the Board, Vice Chairman of the Board, President, Vice President or
other person duly authorized by the Board of Directors of such Subsidiary
Guarantor, attested by its Secretary or Assistant Secretary. The signature of
any or all of these persons on the Subsidiary Guarantee may be manual or
facsimile.

          A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Subsidiary Guarantor
shall bind such Subsidiary Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of the Security on which such Subsidiary Guarantee is endorsed or did
not hold such offices at the date of such Subsidiary Guarantee.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set
forth in Section 14.01 shall remain in full force and effect notwithstanding any
failure to endorse a Subsidiary Guarantee on any Security.

Section 14.03     Subsidiary Guarantors May Consolidate, Etc., on Certain
                  Terms.

          Except as set forth in Section 14.04 and in Article VIII and the terms
of the Securities, nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation, amalgamation or merger of a
Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or
shall prevent any conveyance, transfer or lease of the property and assets of a
Subsidiary Guarantor substantially as an entirety to the Company or another
Subsidiary Guarantor.

Section 14.04     Release of Subsidiary Guarantors.

          (a) Concurrently with any consolidation, amalgamation or merger of a
Subsidiary Guarantor or any conveyance, transfer or lease of the property of a
Subsidiary Guarantor as an entirety or substantially as an entirety, in each
case as permitted by Section 14.03 hereof, and upon delivery by the Company to
the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect
that such consolidation, amalgamation, merger, conveyance, transfer or lease was
made in accordance with Section 14.03 hereof, the Trustee shall execute any
documents reasonably required in order to acknowledge the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
endorsed on the Securities and under this Article XIV. Any Subsidiary Guarantor
not released from its obligations under its Subsidiary Guarantee endorsed on the
Securities and under this Article XIV shall remain liable for the full amount of
principal of (and premium, if any) and interest on the Securities of a series as
to which it is a Subsidiary Guarantor and for the other obligations of a
Subsidiary Guarantor under its Subsidiary Guarantee endorsed on such Securities
and under this Article XIV.

          (b) Concurrently with the defeasance of the Securities under Section
13.02 hereof, the Subsidiary Guarantors shall be released from all of their
obligations under their Subsidiary Guarantees endorsed on the Securities and
under this Article XIV, without any action on the part of the Trustee or any
Holder of Securities.

          (c) Upon the sale or disposition (by merger or otherwise) of any
Subsidiary Guarantor by the Company or any Restricted Subsidiary of the Company
constituting an asset sale permitted under the terms of the Securities of any
series to a Person other than the Company or a Subsidiary Guarantor of the
Company and which is otherwise in compliance with the terms of this Indenture
and the terms of the Securities of such series, such Subsidiary Guarantor shall
automatically be released from all obligations under its Subsidiary Guarantees
endorsed on the Securities of such series and under this Article XIV, provided,
that all obligations of such Subsidiary Guarantor with respect to any
Indebtedness of the Company or any Subsidiary of the Company shall also
terminate upon such transaction.

Section 14.05     Additional Subsidiary Guarantors.

          (a) The Company may cause any of its Subsidiaries to become a
Subsidiary Guarantor with respect to the Securities by executing and delivering
to the Trustee (a) a supplemental indenture, in form and substance satisfactory
to the Trustee, which subjects such Person to the provisions (including the
representations and warranties) of this Indenture as a Subsidiary Guarantor and
(b) an Opinion of Counsel to the effect that such supplemental indenture has
been duly authorized and executed by such Person and constitutes the legal,
valid, binding and enforceable obligation of such Person (subject to such
customary exceptions concerning creditors' rights and equitable principles as
may be acceptable to the Trustee in its discretion).

          (b) The Company will cause any Subsidiary of the Company that is
required under the terms of the Securities of any series to become a Subsidiary
Guarantor to execute a supplemental indenture pursuant to which it shall become
a Subsidiary Guarantor.

                                   ARTICLE XV

                            CONVERSION OF SECURITIES

Section 15.01     Applicability; Conversion Privilege and Conversion Price.

          Securities of any series which are convertible into Common Stock of
the Company shall be convertible in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

          Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the outstanding
principal amount thereof which is $1,000 or an integral multiple of $1,000 may
be converted at the principal amount thereof, or of such portion thereof, into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100 of a share) of Common Stock of the Company at the conversion
price, determined as hereinafter provided, in effect at the time of conversion.
Such conversion right shall expire at the close of business on the date
specified for Securities of such series. In case a Security or portion thereof
is called for redemption at the election of the Company, such conversion right
in respect of the Security or portion so called shall expire at the close of
business on the 10th calendar day before the Redemption Date, unless the Company
defaults in making the payment due upon redemption.

          The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be the price specified
in relation to Securities of such series pursuant to Section 3.01, as it shall
be adjusted in certain instances as provided in this Article.

Section 15.02     Exercise of Conversion Price.

          In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 10.02, accompanied by written
notice to the Company (which shall be substantially in the form set forth in
Section 2.03) at such office or agency that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of Securities or portions
thereof which have been called for redemption on a Redemption Date within such
period) be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion. Subject to the
provisions of Section 3.07 relating to the payment of Defaulted Interest by the
Company, the interest payment with respect to a Security called for redemption
on a Redemption Date during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall be payable on such Interest Payment Date to
the Holder of such Security at the close of business on such Regular Record Date
notwithstanding the conversion of such Security after such Regular Record Date
and prior to such Interest Payment Date, and the Holder converting such Security
need not include a payment of such interest payment amount upon surrender of
such Security for conversion. Except as provided in the preceding sentence and
subject to the final paragraph of Section 3.07, no payment or adjustment shall
be made upon any conversion on account of any interest accrued on the Securities
surrendered for conversion or on account of any dividends on the Common Stock
issued upon conversion.

          Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 15.03.

          In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such Security.

Section 15.03     Fractions of Shares.

          No fractional shares of Common Stock shall be issued upon conversion
of Securities. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction of the daily closing
price per share of Common Stock (consistent with Section 15.04(6) below) at the
close of business on the day of conversion.

Section 15.04     Adjustment of Conversion Price.

          (1) In case the Company shall pay or make a dividend or other
     distribution on any class of capital stock of the Company in Common Stock,
     the conversion price in effect at the opening of business on the day
     following the date fixed for determination of stockholders entitled to
     receive such dividend or other distribution shall be reduced by multiplying
     such conversion price by a fraction of which the numerator shall be the
     number of shares of Common Stock outstanding at the close of business on
     the date fixed for such determination and the denominator shall be the sum
     of such number of shares and the total number of shares constituting such
     dividend or other distribution, such reduction to become effective
     immediately after the opening of business on the day following the date
     fixed for such determination. For the purposes of this paragraph (1), the
     number of shares of Common Stock at any time outstanding shall not include
     shares held in the treasury of the Company but shall include shares
     issuable in respect of scrip certificates issued in lieu of fractions of
     shares of Common Stock. The Company will not pay any dividend or make any
     distribution on shares of Common Stock held in the treasury of the Company.

          (2) In case the Company shall issue rights or warrants to all holders
     of its Common Stock entitling them to subscribe for or purchase shares of
     Common Stock at a price per share less than the current market price per
     share (determined as provided in paragraph (6) of this Section) of the
     Common Stock on the date fixed for the determination of stockholders
     entitled to receive such rights or warrants (other than pursuant to a
     dividend reinvestment plan), the conversion price in effect at the opening
     of business on the day following the date fixed for such determination
     shall be reduced by multiplying such conversion price by a fraction of
     which the numerator shall be the number of shares of Common Stock
     outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock which the aggregate
     of the offering price of the total number of shares of Common Stock so
     offered for subscription or purchase would purchase at such current market
     price and the denominator shall be the number of shares of Common Stock
     outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock so offered for
     subscription or purchase, such reduction to become effective immediately
     after the opening of business on the day following the date fixed for such
     determination. For the purposes of this paragraph (2), the number of shares
     of Common Stock at any time outstanding shall not include shares held in
     the treasury of the Company but shall include shares issuable in respect of
     scrip certificates issued in lieu of fractions of shares of Common Stock.
     The Company will not issue any rights or warrants in respect of shares of
     Common Stock held in the treasury of the Company.

          (3) In case outstanding shares of Common Stock shall be subdivided
     into a greater number of shares of Common Stock, the conversion price in
     effect at the opening of business on the day following the day upon which
     such subdivision becomes effective shall be proportionately reduced, and,
     conversely, in case outstanding shares of Common Stock shall each be
     combined into a smaller number of shares of Common Stock, the conversion
     price in effect at the opening of business on the day following the day
     upon which such combination becomes effective shall be proportionately
     increased, such reduction or increase, as the case may be, to become
     effective immediately after the opening of business on the day following
     the day upon which such subdivision or combination becomes effective.

          (4) In case the Company shall, by dividend or otherwise, distribute to
     all holders of its Common Stock evidences of its indebtedness or assets
     (including securities, but excluding any rights or warrants referred to in
     paragraph (2) of this Section, any dividend or distribution paid in cash
     out of the earned surplus of the Company and any dividend or distribution
     referred to in paragraph (1) of this Section), the conversion price shall
     be adjusted so that the same shall equal the price determined by
     multiplying the conversion price in effect immediately prior to the close
     of business on the date fixed for the determination of stockholders
     entitled to receive such distribution by a fraction of which the numerator
     shall be the current market price per share (determined as provided in
     paragraph (6) of this Section) of the Common Stock on the date fixed for
     such determination less the then fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and described
     in a Board Resolution filed with the Trustee) of the portion of the assets
     or evidences of indebtedness so distributed applicable to one share of
     Common Stock and the denominator shall be such current market price per
     share of the Common Stock, such adjustment to become effective immediately
     prior to the opening of business on the day following the date fixed for
     the determination of stockholders entitled to receive such distribution.

          (5) The reclassification of Common Stock into securities other than
     Common Stock (other than any reclassification upon a consolidation or
     merger to which Section 15.11 applies) shall be deemed to involve (a) a
     distribution of such securities other than Common Stock to all holders of
     Common Stock (and the effective date of such reclassification shall be
     deemed to be "the date fixed for the determination of stockholders entitled
     to receive such distribution" and "the date fixed for such determination"
     within the meaning of paragraph (4) of this Section), and (b) a subdivision
     or combination, as the case may be, of the number of shares of Common Stock
     outstanding immediately prior to such reclassification into the number of
     shares of Common Stock outstanding immediately thereafter (and the
     effective date of such reclassification shall be deemed to be "the day upon
     which such subdivision becomes effective" or "the day upon which such
     combination becomes effective", as the case may be, and "the day upon which
     such subdivision or combination becomes effective" within the meaning of
     paragraph (3) of this Section).

          (6) For the purpose of any computation under paragraphs (2) and (4) of
     this Section, the current market price per share of Common Stock on any day
     shall be deemed to be the average of the daily closing prices for the five
     consecutive trading days (i.e., Business Days on which the Common Stock is
     traded) selected by the Board of Directors commencing not more than 20
     trading days before, and ending not later than, the earlier of the day in
     question and the day before the "ex" date with respect to the issuance or
     distribution requiring such computation. For this purpose, the term "`ex'
     date", when used with respect to any issuance or distribution, shall mean
     the first date on which the Common Stock trades regular way on the
     applicable exchange or in the applicable market without the right to
     receive such issuance or distribution. The closing price for each day shall
     be the reported last sale price regular way or, in case no such reported
     sale takes place on such day, the average of the reported closing bid and
     asked prices regular way, in either case on the New York Stock Exchange or,
     if the Common Stock is not listed or admitted to trading on such Exchange,
     on the principal national securities exchange on which the Common Stock is
     listed or admitted to trading or, if not listed or admitted to trading on
     any national securities exchange, on the Nasdaq Stock Market or, if the
     Common Stock is not listed or admitted to trading on any national
     securities exchange or quoted on the Nasdaq Stock Market, the average of
     the closing bid and asked prices in the over-the-counter market as
     furnished by any New York Stock Exchange member firm selected from time to
     time by the Board of Directors for that purpose.

          (7) The Company may make such reductions in the conversion price, in
     addition to those required by paragraphs (1), (2), (3) and (4) of this
     Section, as it considers to be advisable in order to avoid or diminish any
     income tax to any holders of shares of Common Stock resulting from any
     dividend or distribution of stock or issuance of rights or warrants to
     purchase or subscribe for stock or from any event treated as such for
     income tax purposes or for any other reasons. The Company shall have the
     power to resolve any ambiguity or correct any error in this paragraph (7)
     and its actions in so doing shall be final and conclusive.

          (8) No adjustment in the conversion price shall be required unless
     such adjustment would require an increase or decrease of at least one
     percent in such conversion price; provided, however, that any adjustment
     which by reason of this paragraph (8) is not required to be made shall be
     carried forward and taken into account in any subsequent adjustment. All
     calculations under this Article shall be made to the nearest cent or to the
     nearest 1/100 of a share, as the case may be.

Section 15.05     Notice of Adjustments of Conversion Price.

          Whenever the conversion price is adjusted as herein provided:

          (a)  the Company shall compute the adjusted conversion price in
               accordance with Section 15.04 and shall prepare a certificate
               signed by the Treasurer of the Company setting forth the adjusted
               conversion price and showing in reasonable detail the facts upon
               which such adjustment is based, and such certificate shall
               forthwith be filed at each office or agency maintained for the
               purpose of conversion of Securities pursuant to Section 10.02;
               and

          (b)  a notice stating that the conversion price has been adjusted and
               setting forth the adjusted conversion price shall forthwith be
               required, and as soon as practicable after it is required, such
               notice shall be mailed by the Company to all Holders at their
               last addresses as they shall appear in the Security Register.

Section 15.06     Notice of Certain Corporate Action.

          In case:

          (a)  the Company shall declare a dividend (or any other distribution)
               on its Common Stock payable otherwise than in cash out of its
               earned surplus; or

          (b)  the Company shall authorize the granting to the holders of its
               Common Stock of rights or warrants to subscribe for or purchase
               any shares of capital stock of any class or of any other rights;
               or

          (c)  of any reclassification of the Common Stock of the Company (other
               than a subdivision or combination of its outstanding shares of
               Common Stock), or of any consolidation, merger or share exchange
               to which the Company is a party and for which approval of any
               stockholders of the Company is required, or of the sale or
               transfer of all or substantially all of the assets of the
               Company; or

          (d)  of the voluntary or involuntary dissolution, liquidation or
               winding up of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.02, and shall
cause to be mailed to all Holders at their last addresses as they shall appear
in the Security Register, at least 20 days (or 10 days in any case specified in
clause (a) or (b) above) prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights or warrants are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up. Neither the failure to give such notice
nor any defect therein shall affect the legality or validity of the proceedings
described in clauses (a) through (d) of this Section 15.06. If at the time the
Trustee shall not be the conversion agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

          Not less than seven days prior to any date fixed for the determination
of stockholders entitled to receive such distribution, the Company shall cause
to be filed at each office or agency maintained for the purpose of conversion of
Securities pursuant to Section 10.02, and shall cause to be mailed to all
Holders at their last addresses as they shall appear in the Security Register, a
notice stating the date on which such determination is to be made, and briefly
describing the import thereof. If at the time the Trustee shall not be the
conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

Section 15.07     Company to Reserve Common Stock.

          The Company shall at all times reserve and keep available out of its
authorized but unissued Common Stock, for the purpose of effecting the
conversion of Securities, the full number of shares of Common Stock then
issuable upon the conversion of all Outstanding Securities.

Section 15.08     Taxes on Conversions.

          The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.

Section 15.09     Covenant as to Common Stock.

          The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable and, except as provided in Section 15.08, the Company will pay all
taxes, liens and charges with respect to the issue thereof.

Section 15.10     Cancellation of Converted Securities.

          All Securities delivered for conversion shall be delivered to the
Trustee to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.09.

Section 15.11     Provisions in Case of Consolidation, Merger or Sale of
                  Assets.

          In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any sale or transfer of all or substantially all of the assets of the
Company, the Person formed by such consolidation or resulting from such merger
or which acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each
convertible Security then outstanding shall have the right thereafter, during
the period such Security shall be convertible as specified in Section 15.01, to
convert such Security only into the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by a
holder of the number of shares of Common Stock of the Company into which such
Security might have been converted immediately prior to such consolidation,
merger, sale or transfer, assuming such holder of Common Stock of the Company
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of Common Stock of the Company in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purpose of this Section the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
each non-electing share shall be deemed to be the kind and amount so receivable
per share by a plurality of the non-electing shares). Such supplemental
indenture shall provide for adjustments which, for events subsequent to the
effective date of such supplemental indenture, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.

Section 15.12     Responsibility of Trustee.

          Neither the Trustee nor any conversion agent shall at any time be
under any duty or responsibility to any Holder of Securities to determine
whether any fact exists which may require any adjustment of the conversion
price, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee nor
any conversion agent shall be accountable with respect to the registration,
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Security; and neither the Trustee nor any conversion agent
makes any representation with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue or
transfer or deliver any Common Stock or stock certificates or other securities
or property or to make any cash payment upon the surrender of any Security for
the purpose of conversion or to comply with any of the covenants of the Company
contained in this Article XV.

          The Trustee makes no representations as to the validity or sufficiency
of this Indenture; the recitals and statements herein are deemed to be those of
the Company and not of the Trustee.

                                  ARTICLE XVI

                           SUBORDINATION OF SECURITIES

Section 16.01     Securities Subordinate to Senior Indebtedness.

          Each of the Company and each Subsidiary Guarantor covenants and
agrees, and each Holder of a Security, by his acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the indebtedness represented by the Securities and the
payment of the principal of (and premium, if any) and interest on each and all
of the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company
and the Subsidiary Guarantors. The terms of the subordination provisions
described in this Article XVI with respect to the Company's Obligations under
the Securities apply equally to each Subsidiary Guarantor and the Obligations of
such Subsidiary Guarantor under its respective Subsidiary Guarantee.

Section 16.02     Payment Over of Proceeds Upon Dissolution, Etc.

          In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company, a Subsidiary
Guarantor or to their respective creditors, as such, or to their respective
assets, or (b) any liquidation, dissolution or other winding up of the Company
or any Subsidiary Guarantor, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company or
any Subsidiary Guarantor, then and in any such event the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Indebtedness, or provision shall be
made for such payment in money or money's worth, before the Holders of the
Securities are entitled to receive any payment on account of principal of (or
premium, if any) or interest on the Securities, and to that end the holders of
Senior Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
Securities in any such case, proceeding, dissolution, liquidation or other
winding up or event.

          In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company or any Subsidiary Guarantor of
any kind or character, whether in cash, property or securities, before all
Senior Indebtedness is paid in full or payment thereof provided for, and if such
fact shall, at or prior to the time of such payment or distribution, have been
made known to the Trustee or, as the case may be, such Holder, then and in such
event such payment or distribution shall be paid over or delivered forthwith to
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the Company or
any Subsidiary Guarantor for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

          For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company or a
Subsidiary Guarantor as reorganized or readjusted, or securities of the Company
or a Subsidiary Guarantor or any other corporation provided for by a plan of
reorganization or readjustment which are subordinated in right of payment to all
Senior Indebtedness which may at the time be outstanding to substantially the
same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article. The consolidation of the Company or a Subsidiary
Guarantor with, or the merger of the Company or a Subsidiary Guarantor into,
another Person or the liquidation or dissolution of the Company or a Subsidiary
Guarantor following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article VIII shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of the Company or a Subsidiary Guarantor
for the purposes of this Section if the Person formed by such consolidation or
into which the Company or a Subsidiary Guarantor is merged or which acquires by
conveyance or transfer such properties and assets substantially as an entirety,
as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article VIII.

Section 16.03     Prior Payment to Senior Indebtedness Upon Acceleration of
                  Securities.

          In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of Senior Indebtedness
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of such Senior Indebtedness, or provision shall be made for such payment
in money or money's worth, before the Holders of the Securities are entitled to
receive any payment by the Company or a Subsidiary Guarantor on account of the
principal of (or premium, if any) or interest on the Securities or on account of
the purchase or other acquisition of Securities; provided, however, that nothing
in this Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article XII by delivering and crediting pursuant to Section
12.02 Securities which have been acquired (upon redemption or otherwise) prior
to such default or which have been converted pursuant to Article XV.

          In the event that, notwithstanding the foregoing, the Company or a
Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any
Security prohibited by the foregoing provisions of this Section, and if such
fact shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company or to a Subsidiary
Guarantor.

          The provisions of this Section shall not apply to any payment with
respect to which Section 16.02 would be applicable.

Section 16.04     No Payment When Senior Indebtedness in Default.

          (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto, or in the
event that any event of default with respect to any Senior Indebtedness shall
have occurred and be continuing and shall have resulted in such Senior
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist
and such acceleration shall have been rescinded or annulled, or (b) in the event
any judicial proceeding shall be pending with respect to any such default in
payment or event of default, then no payment shall be made by the Company nor by
any Subsidiary Guarantor on account of principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of
Securities; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article XII by
delivering and crediting pursuant to Section 12.02 Securities which have been
acquired (upon redemption or otherwise) prior to such default or which have been
converted pursuant to Article XV.

          In the event that, notwithstanding the foregoing, the Company or a
Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any
Security prohibited by the foregoing provisions of this Section, and if such
fact shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company or to a Subsidiary
Guarantor.

          The provisions of this Section shall not apply to any payment with
respect to which Section 16.02 would be applicable.

Section 16.05     Payment Permitted If No Default.

          Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company or any Subsidiary Guarantor, at
any time except during the pendency of any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshaling of assets and liabilities of the Company or any Subsidiary
Guarantor referred to in Section 16.02 or under the conditions described in
Section 16.03 or 16.04, from making payments at any time of principal of (and
premium, if any) or interest on the Securities.

Section 16.06     Subrogation to Rights of Holders of Senior Indebtedness.

          Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities shall be subrogated (equally and ratably with the holders of
all indebtedness of the Company and each Subsidiary Guarantor which by its
express terms is subordinated to indebtedness of the Company and each Subsidiary
Guarantor to substantially the same extent as the Securities are subordinated
and is entitled to like rights of subrogation) to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company and any Subsidiary Guarantor, its respective
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, be deemed to be a payment or distribution by the Company or any
Subsidiary Guarantor to or on account of the Senior Indebtedness.

Section 16.07     Provisions Solely to Define Relative Rights.

          The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company or any Subsidiary
Guarantor, their respective creditors other than holders of Senior Indebtedness
and the Holders of the Securities, the obligations of the Company and the
Subsidiary Guarantors, which are absolute and unconditional (and which, subject
to the rights under this Article of the holders of Senior Indebtedness, are
intended to rank equally with all other general obligations of the Company and
the Subsidiary Guarantors), to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company and the Subsidiary Guarantors of
the Holders of the Securities and creditors of the Company and the Subsidiary
Guarantors other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

Section 16.08     Trustee to Effectuate Subordination.

          Each holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 16.09     No Waiver of Subordination Provisions.

          No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or any Subsidiary Guarantor or by any act or failure to act, in good faith, by
any such holder, or by any non-compliance by the Company or any Subsidiary
Guarantor with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof any such holder may have or be otherwise charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness or Senior Indebtedness of any Subsidiary
Guarantor ("Guarantor Senior Indebtedness") may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness or Guarantor Senior Indebtedness, do any one or more of the
following: (a) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness or Guarantor Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or Guarantor Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness or Guarantor Senior Indebtedness is
outstanding; (c) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness or Guarantor Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness or Guarantor Senior Indebtedness; and (d) exercise or
refrain from exercising any rights against the Company and any other Person.

Section 16.10     Notice to Trustee.

          The Company and the Subsidiary Guarantors shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities or under
any Subsidiary Guarantee. Notwithstanding the provisions of this Article or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company, a
Subsidiary Guarantor, a holder of Senior Indebtedness or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.01, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (and premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

          Subject to the provisions of Section 6.01, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

Section 16.11     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

          Upon any payment or distribution of assets of either the Company or a
Subsidiary Guarantor referred to in this Article, the Trustee, subject to the
provisions of Section 6.01, and the Holders of the Securities shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction
in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

Section 16.12     Trustee Not Fiduciary for Holders of Senior Indebtedness.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to a Subsidiary Guarantor or to any other Person cash,
property or securities to which any holders of Senior Indebtedness shall be
entitled by virtue of this Article or otherwise.

Section 16.13     Rights of Trustee as Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

          Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

Section 16.14     Article Applicable to Paying Agents.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

Section 16.15     Certain Conversions Deemed Payment.

          For the purposes of this Article only, (1) the issuance and delivery
of junior securities upon conversion of Securities in accordance with Article XV
shall not be deemed to constitute a payment or distribution on account of the
principal of or premium or interest on Securities or on account of the purchase
or other acquisition of Securities, and (2) the payment, issuance or delivery of
cash, property or securities (other than junior securities) upon conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section, the term "junior securities"
means (a) shares of any stock of any class of the Company and (b) securities of
the Company which are subordinated in right of payment to all Senior
Indebtedness which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article XV.

Section 16.16     Trust Moneys Not Subordinated.

          Notwithstanding anything contained herein to the contrary, payments
from moneys or the proceeds of U.S. Government Obligations held in trust under
Article XIV by the Trustee for the payment of principal of, premium, if any, and
interest on the Securities from the date of deposit (if made in compliance with
this Indenture) shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restraints set forth in this Article, and none of
the Holders of Securities shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company.

          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.

                           (Signature Pages to Follow)

<PAGE>


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

                             TOP TANKERS INC.


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             TOP TANKER MANAGEMENT INC.


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             VERMIO SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             RUPEL SHIPPING COMPANY INC.


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             GRAMOS SHIPPING COMPANY INC.


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             OLYMPOS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:


                             HELIDONA SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             KALIDROMO SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             MYTIKAS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             LITOCHORO SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             KISAVOS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             PARNIS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

<PAGE>


                             IMITOS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             FALAKRO SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             PSILORITIS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             PYLIO SHIPPING COMPANY LIMITED

                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             IDI SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             TAYGETUS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:


                             VITSI SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             PARNASOS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             PAGEON SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             VARDOUSIA SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             PARNON SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:

                             MENALO SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:


                             PINTOS SHIPPING COMPANY LIMITED


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:


                             MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE


                             By:
                                   --------------------------------------
                                     Name:
                                     Title:


23116.0001 #588567


<PAGE>


                               TOP Tankers Inc.
                Certain Sections of this Indenture relating to
                Sections 3.10 through 3.18, inclusive, of the
                          Trust Indenture Act of 1939:



Trust Indenture                                                 Indenture
Act Section                                                      Section
- -----------                                                      -------

ss.310(a)(1)    ...............................................  6.10
     (a)(2)     ...............................................  6.10
     (a)(3)     ...............................................  Not Applicable
     (a)(4)     ...............................................  Not Applicable
     (a)(5)     ...............................................  6.10
     (b)        ...............................................  6.08
                ...............................................  6.10
     (c)        ...............................................  Not Applicable
ss.311(a)       ..............................................   6.11
     (b)        ...............................................  6.11
     (c)        ...............................................  Not Applicable
ss.312(a)       ...............................................  7.01
                ...............................................  7.02
     (b)        ...............................................  7.02
     (c)        ...............................................  7.02
ss.313(a)       ...............................................  6.06
                ...............................................  7.03
     (b)        ...............................................  6.06
                ...............................................  7.03
     (c)        ...............................................  6.06
                ...............................................  7.03
     (d)        ...............................................  7.03
ss.314(a)       ...............................................  7.04
     (a)(4)     ...............................................  1.01
                ...............................................  10.05
     (b)        ...............................................  Not Applicable
     (c)(1)     ...............................................  10.2
     (c)(2)     ...............................................  10.2
     (c)(3)     ...............................................  Not Applicable
     (d)        ...............................................  Not Applicable
     (e)        ...............................................  10.2
ss.315(a)       ...............................................  6.01
     (b)        ...............................................  6.05
     (c)        ...............................................  6.01
     (d)        ...............................................  6.01
     (e)        ...............................................  5.14
ss.316(a)       ...............................................  10.1
     (a)(1)(A)  ...............................................  5.02
                ...............................................  5.12
     (a)(1)(B)  ...............................................  5.13
     (a)(2)     ...............................................  Not Applicable
     (b)        ...............................................  5.08
     (c)        ...............................................  10.4
ss.317(a)(1)    ...............................................  5.03
     (a)(2)     ...............................................  5.04
     (b)        ...............................................  10.03
ss.318(a)       ...............................................  1.07


- ---------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>d589986_ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

                                                                     EXHIBIT 5.1

August 1, 2005

TOP Tankers Inc.
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR

Ladies and Gentlemen:

     We have acted as counsel to TOP Tankers Inc., a corporation incorporated
under the laws of the Republic of the Marshall Islands (the "Company"), and in
such capacity we have assisted in the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form F-3 (such registration
statement and any additional registration statement filed pursuant to Rule
462(b) is referred to as the "Registration Statement") in respect of the
contemplated issuance by the Company from time to time of up to $250,000,000
aggregate public offering price (or any such further aggregate public offering
price as may be registered pursuant to Rule 462(b)) or the equivalent thereof in
one or more foreign currencies, currency units or composite currencies of (i)
shares of common stock of the Company, par value $0.01 per share (the "Common
Stock"); (ii) preferred shares of the Company, par value $0.01 per share (the
"Preferred Stock"); (iii) debt securities of the Company (the "Debt
Securities"), which may be issued pursuant to separate indentures, as amended or
supplemented from time to time, between the Company and the trustee named in the
applicable indenture; (iv) warrants of the Company (the "Warrants"); (v)
purchase contracts of the Company (the "Purchase Contracts"); and (vi) units of
the Company (the "Units"). The Common Stock, Preferred Stock, Debt Securities,
Warrants, Purchase Contracts and Units are hereafter referred to as the
"Securities."

     As such counsel, we have examined such papers, documents and certificates
of public officials and certificates of the officers of the Company as we have
deemed relevant and necessary as the basis for the opinions hereafter expresses.

     In such examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as conformed
or photostatic copies.

     This opinion is limited to the laws of the State of New York, the federal
laws of the United States and the laws of the Republic of the Marshall Islands.
In rendering this opinion, we have relied on opinions of counsel in the Marshall
Islands rendered in transactions which we consider to be sufficiently similar to
those contemplated hereby in order to afford a satisfactory basis for such
opinion, and upon our independent examinations of the laws of the Republic of
the Marshall Islands and our knowledge and interpretation of analogous laws in
the United States. Based upon the foregoing and having regard to legal
considerations which we deem relevant, we are of the opinion that:

1.   The shares of Common Stock, when the terms of the issuance and sale thereof
     have been duly approved by the Board of Directors of the Company in
     conformity with the Company's Amended and Restated Articles of
     Incorporation and By-Laws and when issued and delivered against payment
     therefor in accordance with the applicable agreement or upon conversion or
     exchange of any Security that has been duly authorized, issued, paid for
     and delivered, will be validly issued, fully paid and non-assessable.

2.   Upon the fixing of the designations, relative rights, preferences and
     limitations of any series of Preferred Stock by the Board of Directors of
     the Company and any proper and valid filing with the authorities of the
     Republic of the Marshall Islands of a statement setting forth a copy of the
     resolution of the Board of Directors establishing such series of Preferred
     Stock and the number of shares of such Preferred Stock to be issued, all in
     conformity with the Company's Amended and Restated Articles of
     Incorporation and By-Laws and upon the approval of the Board of Directors
     of the Company of the specific terms of the issuance, all necessary
     corporate action on the part of the Company will have been taken to
     authorize the issuance and sale of such series of Preferred Stock proposed
     to be sold by the Company, and when such shares of Preferred Stock are
     issued and delivered against payment therefor in accordance with the
     applicable agreement or upon conversion or exchange in accordance with the
     terms of any other Security that has been duly authorized, issued, paid for
     an delivered, such shares will be validly issued, fully paid and
     non-assessable.

3.   When the specific terms of a particular Debt Security, Warrant, Purchase
     Contract or Unit have been duly authorized by the Board of Directors of the
     Company and established in accordance with the applicable indenture and
     such Debt Security, Warrant, Purchase Contract or Unit has been duly
     executed, authenticated, issued for value and delivered in accordance with
     the applicable indenture, such Debt Security, Warrant, Purchase Contract or
     Unit will be a binding obligation of the Company, enforceable against the
     Company in accordance with its terms, except as enforceability may be
     limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
     other laws relating to or affecting creditors' rights generally and subject
     to general principles of equity, including application by a court of
     competent jurisdiction of principles of good faith, fair dealing,
     commercial reasonableness, materiality, unconscionability and conflict with
     public policy or other similar principles.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the prospectus
contained therein. In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act.

     This opinion may not, without our prior written consent, be used or relied
upon by any person other than the Company.

                                        Very truly yours,


                                        Seward & Kissel LLP

23116.0001 #589986
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>d590710_ex12-1.txt
<DESCRIPTION>EXHIBIT 12.1
<TEXT>
                                                                    Exhibit 12.1

TOP TANKERS INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>

                                                       Year Ended December 31,                 Three Months
                                                --------------------------------                   Ended
                                                                                                  March 31,
                                                2001         2002         2003         2004         2005
                                              ---------    ---------    ---------    ---------    --------
                                                             (in thousands of U.S. Dollars)
<S>                                              <C>            <C>        <C>         <C>         <C>
EARNINGS:
   Net income                                    1,777          201        1,634       32,794      19,121
   Add: Fixed charges                              740          822        1,165        4,486       2,388
                                              ---------    ---------    ---------    ---------    --------

   Total Earnings                                2,517        1,023        2,799       37,280      21,509
                                              =========    =========    =========    =========    ========
FIXED CHARGES:
   Interest expense                                709          797        1,128        4,161       2,207
   Amortization of capitalized
expenses relating to indebteness                    31           25           37          325         181
                                              ---------    ---------    ---------    ---------    --------
   Total Fixed Charges                             740          822        1,165        4,486       2,388
                                              =========    =========    =========    =========    ========

RATIO OF EARNINGS TO FIXED CHARGES                 3.4x         1.2x         2.4x         8.3x        9.0x

</TABLE>

23116.0001 #590710
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>d590457_ex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

                                                                    Exhibit 23.2

            Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form F-3 and related Prospectus of TOP Tankers Inc.,
to be filed on August 1, 2005 for the registration of up to $250,000,000 of its
common shares, preferred shares, debt securities, warrants, purchase contracts,
guarantees and/or units and to the incorporation by reference therein of our
report dated March 30, 2005, with respect to the consolidated financial
statements included in its Annual Report on Form 20-F for the year ended
December 31, 2004, filed with the U.S. Securities and Exchange Commission on
June 28, 2005, (as amended).


/s/Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece
July 29, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>7
<FILENAME>d586019_ex25-1.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

             Statement of eligibility under the Trust Indenture Act
              of 1939 of a Corporation designated to act as Trustee

          Check if an application to determine eligibility of a Trustee
                      pursuant to Section 305(b)(2) ______

                     MANUFACTURERS AND TRADERS TRUST COMPANY
               (Exact name of trustee as specified in its charter)

                 New York                                        16-0538020
      (Jurisdiction of incorporation                          (I.R.S. employer
  or organization if not a national bank)                    identification No.)

               One M&T Plaza
             Buffalo, New York                                   14203-2399
 (Address of principal executive offices)                        (Zip Code)

                                Dante M. Monakil
                            Assistant Vice President
                     Manufacturers and Traders Trust Company
                             25 South Charles Street
                            Baltimore, Maryland 21201
                                 (410) 949-3268
            (Name, address and telephone number of agent of service)

                                TOP TANKERS INC.
               (Exact name of obligor as specified in its charter)

     Republic of the Marshall Islands                            N/A
      (State or other jurisdiction of                         (I.R.S. employer
      incorporation or organization)                         identification No.)

             TOP Tankers Inc.
         109-111 Messogion Avenue
              Politia Centre
             Athens 115 26 GR

 (Address of principal executive offices)                        (Zip Code)

              Senior Debt Securities(Title of indenture securities)
<PAGE>

Item 1. General Information

Furnish the following information as to the Trustee:

(a)  Name and address of each examining or supervising  authority to which it is
     subject.

          Superintendent  of Banks of the State of New York,  One State  Street,
          New York, New York 10004-1417

          Federal  Reserve Bank of New York, 33 Liberty  Street,  New York,  New
          York 10045

(b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with Obligor

If the obligor is an affiliate of the trustee, describe each such affiliation.

          None.

[Items 3 through 15 omitted pursuant to General Instruction B to Form T-1]

Item 16.       List of Exhibits

Exhibit 1.     Organization Certificate of the Trustee as now in effect.*

Exhibit 2.     Certificate  of  Authority  of the Trustee to  commence  business
               (contained in Exhibit 1).

Exhibit 3.     Authorization  of the Trustee to exercise  corporate trust powers
               (contained in Exhibit 1).

Exhibit 4.     Existing By-Laws of the Trustee.*

Exhibit 5.     Not Applicable.

Exhibit 6.     Consent of the Trustee.*

Exhibit 7.     Report of Condition of the Trustee.*

Exhibit 8.     Not Applicable.

Exhibit 9.     Not Applicable.

- ----------
* Filed Herewith
<PAGE>

                                    SIGNATURE

     Pursuant  to the  requirements  of the  Trust  Indenture  Act of  1939  the
Trustee,  Manufacturers and Traders Trust Company, a trust company organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility and  qualification to be signed on its behalf by the undersigned,
thereunto duly authorized,  all in the City of Baltimore, and State of Maryland,
on the 1st day of August, 2005.

                                         MANUFACTURERS AND TRADERS TRUST COMPANY

                                         By: /s/ Dante M. Monakil
                                             --------------------------------
                                             Dante M. Monakil
                                             Assistant Vice President
<PAGE>

                                    EXHIBIT 1

                     Organization Certificate of the Trustee
                     ---------------------------------------

                        RESTATED ORGANIZATION CERTIFICATE

                                       OF

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                      UNDER SECTION 8007 OF THE BANKING LAW

     The undersigned,  being respectively, an Executive Vice President and Chief
Financial  Officer,  and  a  Vice  President  and  an  Assistant  Secretary,  of
Manufacturers and Traders Trust Company, pursuant to Section 8007 of the Banking
Law of the  State of New  York,  do  hereby  restate,  certify  and set forth as
follows:

     (1) The name of the corporation is Manufacturers and Traders Trust Company.
The name  under  which  the  corporation  was  originally  incorporated  was The
Fidelity Trust and Guaranty Company of Buffalo

     (2) The organization certificate of the corporation was filed in the Office
of the  Superintendent  of Banks of the State of New York on September 13, 1892,
and in the Office of the Clerk of Erie County,  New York on September  14, 1892,
and the certificate of authorization of the Superintendent of Banks of the State
of New York was issued on June 27, 1893.

     A first restated  organization  certificate of the corporation was approved
and filed in the Office of the  Superintendent of Banks of the State of New York
on August 6, 1954. Such restated organization  certificate was amended from time
to  time  thereafter.   A  second  restated  organization   certificate  of  the
corporation was approved and filed in the Office of the  Superintendent of Banks
of the State of New York on February  26, 1991.  A third  restated  organization
certificate  of the  corporation  was  approved  and filed in the  Office of the
Superintendent of Banks of the State of New York on May 22, 1992.

     (3) The restated  organization  certificate  is hereby  further  amended by
adding a new Article 7 to read as follows:

          "7. Notwithstanding  anything herein or in the Bylaws to the contrary,
     each of the following provisions of the Bylaws may not be amended, modified
     or repealed,  nor may any Bylaw provisions be adopted that are inconsistent
     with such provisions, without the unanimous approval of the entire board of
     directors:

          o    the last proviso of the first sentence of Article II, Section 1,

          o    the entirety of Article II, Section 2(b),

          o    the last proviso of Article IX, Section 1,

          o    the entirety of Article IX, Section 2, and

          o    the entirety of Article X.

     The provisions of this Article 7 shall automatically  terminate without any
     action  on the  part of the  corporation,  the  board of  directors  or the
     stockholders upon the termination of the foregoing provisions of the Bylaws
     in accordance with Article IX, Section 2 of the Bylaws."

     (4) The text of the  corporation's  organization  certificate,  as  amended
heretofore, is hereby restated without further change to read as hereinafter set
forth in full:

                            "ORGANIZATION CERTIFICATE

                                       OF

                     MANUFACTURERS AND TRADERS TRUST COMPANY

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

          1.  The  name  by  which  the  said  corporation  shall  be  known  is
Manufacturers and Traders Trust Company

          2. The place where the principal  office of the  corporation  is to be
located is the City of Buffalo, County of Erie and State of New York.

          3. The amount of the corporation's capital stock is $200,000,000.  The
number of shares into which such  capital  stock  shall be divided is  5,000,000
common shares of the par value of $40 per share.

          4. The number of directors which the  corporation  shall have shall be
not less than seven (7) nor more than thirty (30).

          5. The term of existence of the corporation shall be perpetual.

          6. The corporation  shall exercise the fiduciary  powers  conferred by
Section 100 of the Banking Law, as amended from time to time, in addition to the
other powers  conferred upon banks and trust  companies  pursuant to the Banking
Law or other applicable law.

          7.  Notwithstanding  anything herein or in the Bylaws to the contrary,
each of the following  provisions of the Bylaws may not be amended,  modified or
repealed,  nor may any Bylaw  provisions be adopted that are  inconsistent  with
such  provisions,  without  the  unanimous  approval  of  the  entire  board  of
directors:

          o    the last proviso of the first sentence of Article II, Section 1,

          o    the entirety of Article II, Section 2(b),

          o    the last proviso of Article IX, Section 1,

          o    the entirety of Article IX, Section 2, and

          o    the entirety of Article X.

          The provisions of this Article 7 shall automatically terminate without
any  action  on the  part of the  corporation,  the  board of  directors  or the
stockholders  upon the termination of the foregoing  provisions of the Bylaws in
accordance with Article IX, Section 2 of the Bylaws."

          (5) This  restatement of the  organization  certificate was authorized
pursuant to Section  6015 of the Banking  Law by the  written  consent,  setting
forth the action taken, of the holder of all of the outstanding  shares entitled
to vote thereon.

          IN WITNESS WHEREOF, the undersigned have executed, signed and verified
this certificate this 1st day of August, 2005.

                                      MANUFACTURERS AND TRADERS TRUST COMPANY


                                      By: /s/ MICHAEL P. PINTO
                                          --------------------------------
                                          Michael P. Pinto
                                          Executive Vice President and
                                          Chief Financial Officer


                                      By: /s/ BRIAN R. YOSHIDA
                                          --------------------------------
                                          Brian R. Yoshida
                                          Vice President and Assistant Secretary
<PAGE>

STATE OF NEW YORK     )
                       :ss.
COUNTY OF ERIE        )

     Michael P. Pinto and Brian R. Yoshida,  being first duly sworn,  depose and
say that they are respectively,  an Executive Vice President and Chief Financial
Officer and a Vice  President and an Assistant  Secretary of  Manufacturers  and
Traders Trust Company,  that they have read the foregoing  certificate  and know
the contents thereof and that the statements therein contained are true.


                                            /s/ MICHAEL P. PINTO
                                            ------------------------------------
                                                Michael P. Pinto


                                            /s/ BRIAN R. YOSHIDA
                                            ------------------------------------
                                                Brian R. Yoshida

Sworn to before me this ___th day of January, 2005.


/s/ TIMOTHY G. McEVOY
- ------------------------------------
Notary Public
<PAGE>

                                    EXHIBIT 4

                         Existing By-Laws of the Trustee
                         -------------------------------

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                     BYLAWS

       (as adopted on October 15, 2002 and effective as of April 1, 2003)
<PAGE>

                                     BYLAWS

                                       of

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                   ARTICLE I

                            Meetings of Stockholders
                            ------------------------

     Section 1. Annual Meeting: The Annual Meeting of Manufacturers and Traders
Trust Company ("M&T Bank"), for the election of directors and for transaction of
such other business as may be set forth in the notice of meeting, shall be held
at the principal office of M&T Bank or at such other place in the City of
Buffalo, New York on the third Tuesday of April in each year, or on such date
and at such time as the Board of Directors shall determine.

     Section 2. Special Meetings: Special meetings of the stockholders may be
called to be held at the principal office of M&T Bank or elsewhere within the
State of New York at any time by the Board of Directors or the Chairman of the
Board or the President, and shall be called by the Chairman of the Board or the
President or the Corporate Secretary or an Assistant Secretary at the request in
writing of five or more members of the Board of Directors, or at the request in
writing of the holders of record of at least 25% of the outstanding shares of
M&T Bank entitled to vote. Such request shall state the purpose or purposes for
which the meeting is to be called.

     Section 3. Notice of Meetings: Written notice of each meeting of the
stockholders shall be given by depositing in the United States mail, postage
prepaid, not less than 10 nor more than 50 days before such meeting, a copy of
the notice of such meeting directed to each stockholder of record entitled to
vote at the meeting, at the address as it appears on the record of stockholders
for each such stockholder, or, if such stockholder shall have filed with the
Corporate Secretary of M&T Bank a written request that notices be mailed to some
other address, then directed to such other address. The notice shall state the
place, date and hour of the meeting, the purpose or purposes for which the
meeting is called and, unless it is the annual meeting, indicate that the notice
is being issued by or at the direction of the person or persons calling the
meeting. If action is proposed to be taken at any meeting which would, if taken,
entitle dissenting stockholders to receive payment for their shares, the notice
shall include a statement of that purpose and to that effect. At each meeting of
stockholders only such business may be transacted which is related to the
purpose or purposes set forth in the notice of meeting.

     Section 4. Waiver of Notice: Whenever under any provisions of these bylaws,
the organization certificate, the terms of any agreement or instrument, or law,
M&T Bank or the Board of Directors or any committee thereof is authorized to
take any action after notice to any person or persons or after the lapse of a
prescribed period of time, such action may be taken without notice and without
the lapse of such period of time, if at any time before or after such action is
completed the person or persons entitled to such notice or entitled to
participate in the action to be taken or, in the case of a stockholder, by such
stockholder's attorney-in-fact, submit a signed waiver of notice of such
requirements. The attendance of any stockholder at any meeting, in person or by
proxy, without protesting prior to the conclusion the lack of notice of such
meeting, shall constitute a waiver of notice by such stockholder.

     Section 5. Procedure: At every meeting of stockholders the order of
business and all other matters of procedure may be determined by the person
presiding at the meeting.

     Section 6. List of Stockholders: A list of stockholders as of the record
date, certified by the officer of M&T Bank responsible for its preparation or by
a transfer agent, shall be produced at any meeting of stockholders upon the
request thereat or prior thereto of any stockholder. If the right to vote at any
meeting is challenged, the inspectors of election, or person presiding thereat,
shall require such list of stockholders to be produced as evidence of the right
of the persons challenged to vote at such meeting, and all persons who appear
from such list to be stockholders entitled to vote thereat may vote at such
meeting.

     Section 7. Quorum: At all meetings of the stockholders of M&T Bank a quorum
must be present for the transaction of business and, except as otherwise
provided by law, a quorum shall consist of the holders of record of not less
than a majority of the outstanding shares of M&T Bank entitled to vote thereat,
present either in person or by proxy. When a quorum is once present to organize
a meeting of the stockholders, it is not broken by the subsequent withdrawal of
any stockholders.

     Section 8. Adjournments: The stockholders entitled to vote who are present
in person or by proxy at any meeting of stockholders, whether or not a quorum
shall be present or represented at the meeting, shall have power by a majority
vote to adjourn the meeting from time to time without further notice other than
announcement at the meeting. At any adjourned meeting at which a quorum shall be
present in person or by proxy any business may be transacted that might have
been transacted on the original date of the meeting, and the stockholders
entitled to vote at the meeting on the original date (whether or not they were
present thereat), and no others, shall be entitled to vote at such adjourned
meeting.

     Section 9. Voting; Proxies: Each stockholder of record entitled to vote
shall be entitled at every meeting of stockholders of M&T Bank to one vote for
each share of stock having voting power standing in each such stockholder's name
on the record of stockholders on the record date fixed pursuant to Section 3 of
Article VI of these bylaws. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may do so either
in person or by proxy appointed by instrument executed in writing by such
stockholder or such stockholder's duly authorized attorney-in-fact and delivered
to the secretary of the meeting. No director, officer, clerk, teller or
bookkeeper of M&T Bank shall act as proxy at any meeting. No proxy shall be
valid after the expiration of 11 months from the date of its execution unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it except as otherwise provided by law. Directors
elected at any meeting of the stockholders shall be elected by a plurality of
the votes cast. All other corporate action to be taken by vote of the
stockholders shall, except as otherwise provided by law or these bylaws, be
authorized by a majority of the votes cast. The vote for directors shall be by
ballot, but otherwise the vote upon any question before a meeting shall not be
by ballot unless the person presiding at such meeting shall so direct or any
stockholder, present in person or by proxy and entitled to vote thereon, shall
so demand.

     Section 10. Appointment of Inspectors of Election: The Board of Directors
may, in advance of any meeting of the stockholders, appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed in advance of the meeting, the person presiding at such meeting
may, and on the request of any stockholder entitled to vote thereat shall,
appoint one or more inspectors. In case any inspector appointed fails to appear
or act, the vacancy may be filled by appointment made by the Board of Directors
in advance of the meeting or at the meeting by the person presiding thereat. No
director, officer or candidate for the office of director of M&T Bank shall be
eligible to act as an inspector of an election of directors of M&T Bank. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his or her ability.

     Section 11. Duties of Inspectors of Election: The inspectors of election
shall determine the number of shares outstanding and entitled to vote, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders.

                                   ARTICLE II

                                    Directors
                                    ---------

     Section 1. Number and Qualifications: Unless otherwise permitted by law,
the number of directors of M&T Bank shall be not less than seven (7) nor more
than thirty (30), with the exact number to be fixed from time to time by
resolution of a majority of the directors, provided that the number of directors
shall not be reduced so as to shorten the term of any director at the time in
office; and provided, further, that, until the Sunset Date (as defined in
Article X hereof), without the consent of the Significant Stockholder (as
defined in Article X hereof), the number of directors shall not exceed twenty
eight (28). If the number of directors be increased at any time, within the
limits above set forth, the vacancy or vacancies in the board arising from such
increase shall be filled as provided in Section 4 of this Article II. Each such
vacancy, and each reduction in the number of directors, shall be reported to the
Superintendent of Banks in the manner prescribed by law. All of the directors
shall be of full age, and at least one-half of them shall be citizens of the
United States at the time of their election and during their continuance in
office, unless otherwise permitted by law. No more than one-third of the
directors shall be active officers or employees of M&T Bank. Every director
shall be the beneficial owner of at least two thousand (2,000) shares, having an
aggregate par value of at least $1,000, of the capital stock of M&T Bank or of
the common stock of the holding company that directly or indirectly controls M&T
Bank, free from pledge, lien or charge.

     Section 2. Election and Tenure of Office:

          (a) Except as otherwise provided by law or these bylaws, each director
of M&T Bank shall be elected at an annual meeting of the stockholders or at any
meeting of the stockholders held in lieu of such annual meeting, which meeting,
for the purposes of these bylaws, shall be deemed the annual meeting, and shall
hold office until the next annual meeting of stockholders and until his or her
successor has been elected and qualified. Each person who shall be elected a
director of M&T Bank shall, before participating in any manner as a director of
M&T Bank, qualify in the manner prescribed by law and take and subscribe the
oath prescribed by law.

          (b) Notwithstanding anything herein to the contrary:

               (i) for so long as the Significant Stockholder holds at least
fifteen percent (15%) of the outstanding shares of common stock of M&T Bank
Corporation, the board of directors shall nominate and recommend for election as
directors of M&T Bank four (4) persons designated by the Significant
Stockholder, each of whom is reasonably acceptable to M&T Bank;

               (ii) for so long as the Significant Stockholder holds at least
ten percent (10%), but less than fifteen percent (15%), of the outstanding
shares of common stock of M&T Bank Corporation, the board of directors shall
nominate and recommend for election as directors of M&T Bank two (2) persons
designated by the Significant Stockholder, each of whom is reasonably acceptable
to M&T Bank;

               (iii) for so long as the Significant Stockholder holds at least
five percent (5%), but less than ten percent (10%), of the outstanding shares of
common stock of M&T Bank Corporation, the board of directors shall nominate and
recommend for election as a director of M&T Bank one (1) person designated by
the Significant Stockholder, who is reasonably acceptable to M&T Bank.

               (iv) For purposes of determining the number of outstanding shares
of common stock of M&T Bank Corporation for purposes of this Article II, Section
2(b), there shall be used the number of shares of common stock of M&T Bank
Corporation disclosed as outstanding on the cover page of M&T Bank Corporation's
most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the
case may be, or the number of shares of common stock of M&T Bank Corporation
actually outstanding as of a later date, if requested by M&T Bank or the
Significant Stockholder, determined on the same basis as the number of shares
disclosed on such Reports. Any share held by any direct or indirect subsidiary
of the Significant Stockholder of which the Significant Stockholder holds 80% or
more of the outstanding equity capital or voting shares shall be deemed held by
the Significant Stockholder. In the event that the transaction that would result
in the Significant Stockholder's holdings being below any threshold set forth
herein is a transaction that gives rise to an Issuance Event (as defined in
Article X hereof), no diminution in the percentage of the outstanding shares of
common stock of the Corporation held by the Significant Stockholder shall be
deemed to have occurred until the earlier of such time as the Significant
Stockholder gives written notice that it shall not exercise its Maintenance
Rights (as defined in Article X hereof) or the deadline for exercise of such
Maintenance Rights has passed without the Significant Stockholder having
provided notice that it shall exercise the same. No diminution in the percentage
of outstanding shares of common stock held by the Significant Stockholder shall
be deemed to have occurred as a result of any issuance of shares that is subject
to the Corporation's repurchase obligations under Section 7.2(c) or Section
7.2(e) of the Reorganization Agreement. In the event that the Significant
Stockholder's holdings decrease to less than fifteen percent (15%), but not less
than twelve percent (12%), of the outstanding common stock, the Significant
Stockholder's holdings shall be deemed to be equal to fifteen percent (15%) for
all purposes of the definition of Sunset Date and of this Article II, Section
2(b), unless, not later than one year from the date on which the Significant
Stockholder's holdings decreased to less than fifteen percent (15%), the
Significant Stockholder's holdings have not been restored to at least fifteen
percent (15%) of the outstanding shares of common stock of M&T Bank Corporation.

               (v) In the event that M&T Bank objects to any designee for board
service on the grounds that such designee is not "reasonably acceptable" under
any provision of this Article II, Section 2(b), M&T Bank shall fully cooperate
and shall use best efforts to work with the Significant Stockholder to promptly
resolve any such objection so that such designee may as promptly as practicable
serve in the capacity for which he or she has been designated or, in the
alternative, to promptly identify a substitute candidate that is reasonably
acceptable, in order to give effect to the intention of the M&T Bank and the
Significant Stockholder regarding board representation contemplated by this
Article II, Section 2(b).

     Section 3. Resignation: Any director of M&T Bank may resign at any time by
giving his or her resignation to the Chairman of the Board or the President or
the Corporate Secretary. Such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

     Section 4. Vacancies: Except as set forth in Article II, Section 2(b) or as
hereinafter provided, all vacancies in the office of director shall be filled by
election by the stockholders entitled to vote at any meeting of the stockholders
notice of which shall have referred to the proposed election. Subject to Article
II, Section 2(b), vacancies not exceeding one-third of the entire board may be
filled by the affirmative vote of a majority of the directors then in office,
and the directors so elected shall hold office for the balance of the unexpired
term; or two vacancies may, with the consent of the Superintendent of Banks of
the State of New York, be left unfilled until the next annual election. Each
vacancy in the office of director and each election by the Board of Directors to
fill any such vacancy shall be reported to the Superintendent of Banks in the
manner provided by law.

     Section 5. Directors' Fees: Directors, including salaried officers of M&T
Bank who are directors, may receive a fee for their services as directors and
traveling and other out-of-pocket expenses incurred in attending any regular or
special meeting of the board. The fee may be a fixed sum for attending each
meeting of the Board of Directors or a fixed sum paid monthly, quarterly, or
semiannually, irrespective of the number of meetings attended or not attended.
The amount of the fee and the basis on which it shall be paid shall be
determined by resolution of the Board of Directors. Nothing herein contained
shall preclude any director from serving M&T Bank in any other capacity and
receiving compensation for such services.

     Section 6. Meetings of Directors: A regular meeting of the Board of
Directors shall be held at least six times each year, provided that during any
three consecutive calendar months the board shall meet at least once. The first
meeting of the Board of Directors after each annual meeting of the stockholders
shall be held immediately after the adjournment of such annual meeting and shall
constitute the regular meeting of the Board of Directors for the month in which
such first meeting is held. The Board of Directors shall, from time to time,
designate the place, date and hour for the holding of regular meetings but, in
the absence of any such designation, regular meetings of the Board of Directors
shall be held at the principal office of M&T Bank in the City of Buffalo, New
York, at 11:00 o'clock a.m., on the third Tuesday of each January, February,
April, July, September and October. No notice need be given of such regular
meetings except such notice as these bylaws or the Board of Directors by
resolution may require. Special meetings of the Board of Directors shall be held
at such times and at such places as the Board of Directors or the Chairman of
the Board or, in his or her absence, the President, may determine, and shall
also be held upon the request of any 4 directors made in writing to the Chairman
of the Board or the President.

     Section 7. Notice of Special Meetings of the Board of Directors: Notice of
each special meeting of the Board of Directors stating the time and place
thereof, shall be given by the Chairman of the Board, the President, the
Corporate Secretary, or an Assistant Secretary, or by any member of the board to
each member of the board not less than 3 days before the meeting by depositing
the same in the United States mail, postage prepaid, addressed to each member of
the board at his or her residence or usual place of business, or not less than 1
day before the meeting by telephoning or by delivering the same to each member
of the board personally, or by sending the same by facsimile or electronic mail
to his or her residence or usual place of business. Notice of a meeting need not
be given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him or her. The notice of any
special meeting of the Board of Directors need not specify the purpose or
purposes for which the meeting is called, except as provided in Article IX of
these bylaws.

     Section 8. Quorum: At all meetings of the Board of Directors, except as
otherwise provided by law or these bylaws, a quorum shall be required for the
transaction of business and shall consist of not less than one-third of the
entire board, and the vote of a majority of the directors present shall decide
any question which may come before the meeting. A majority of the directors
present at any meeting, although less than a quorum, may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.

     Section 9. Meetings by Conference Telephone: Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of such
board or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation in a meeting by such means shall constitute
presence in person at such meeting.

     Section 10. Procedure: The order of business and all other matters of
procedure at every meeting of directors may be determined by the person
presiding at the meeting.

                                  ARTICLE III

                                   Committees
                                   ----------

     Section 1. Executive Committee: The Board of Directors shall, by resolution
adopted by a majority of the entire board, designate from among its members an
Executive Committee consisting of five or more directors. The Board of Directors
may designate one or more directors as alternate members of the Executive
Committee, who may replace any absent member or members of the Executive
Committee at any meeting thereof. In the interim between meetings of the Board
of Directors, the Executive Committee shall have all the authority of the Board
of Directors except as otherwise provided by law. All acts done and powers and
authority conferred by the Executive Committee from time to time within the
scope of its authority shall be, and may be deemed to be, and may be certified
as being, the act and under the authority of the Board of Directors. The
Chairman of the Board, or the President in the absence of the Chairman of the
Board, shall preside at all meetings of the Executive Committee. The Executive
Committee shall elect from its members a chairman to preside at any meeting of
the Executive Committee at which the Chairman of the Board and the President
shall be absent. Four members of the Executive Committee shall constitute a
quorum for the transaction of business.

     Section 2. Examining Committee: The Board of Directors shall, by resolution
adopted by a majority of the entire board, designate from among its members an
Examining Committee consisting of not less than 3 directors to examine fully the
books, papers and affairs of M&T Bank, and the loans and discounts thereof, as
provided by law. The Examining Committee shall have the power to employ such
assistants as it may deem necessary to enable it to perform its duties.

     Section 3. Other Committees: The Board of Directors may from time to time,
by resolution or resolutions, appoint or provide for one or more other
committees consisting of such directors, officers, or other persons as the board
may determine. Each committee, to the extent provided in said resolution or
resolutions, shall have such powers and functions in the management of M&T Bank
as may be lawfully delegated by the Board of Directors in the interim between
meetings of the board. Each committee shall have such name as may be provided
from time to time in said resolution or resolutions, and shall serve at the
pleasure of the Board of Directors.

     Section 4. Minutes of Meetings of Committees: The Executive Committee, the
Examining Committee, and each other committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors at the next meeting
thereof, or as soon thereafter as may be practicable under the circumstances.

     Section 5. Fees to Members of Committees: Members of committees, including
salaried officers of M&T Bank who are members of committees, may receive a fee
for their services as members of committees and traveling and other
out-of-pocket expenses incurred in attending any regular or special meeting of a
committee. The fee may be a fixed sum for attending each committee meeting or a
fixed sum paid monthly, quarterly, or semiannually, irrespective of the number
of meetings attended or not attended. The amount of the fee and the basis on
which it shall be paid shall be determined by resolution of the Board of
Directors. Nothing herein contained shall preclude any member of a committee
from serving M&T Bank in any other capacity and receiving compensation for such
services.

                                   ARTICLE IV

                                    Officers
                                    --------

     Section 1. Officers: The Board of Directors shall annually, at the first
meeting (the "Annual Reorganization Meeting") of the board after the Annual
Meeting of Stockholders, elect from its own number a Chairman of the Board, one
or more Vice Chairmen, and a President, who may be one and the same person, and
appoint or elect one or more Vice Presidents, a Corporate Secretary, a
Treasurer, and an Auditor. The Chief Executive Officer shall be either the
Chairman of the Board or the President, as designated by the Board of Directors.
At the Annual Reorganization Meeting, the Board of Directors shall also reelect
all of the then officers of M&T Bank until the next Annual Reorganization
Meeting. In the interim between Annual Reorganization Meetings, the Board of
Directors or the Executive Committee may also from time to time elect or appoint
such additional officers to the rank of Vice President, including (without
limitation as to title or number) one or more Vice Presidents, Administrative
Vice Presidents, Senior Vice Presidents and Executive Vice Presidents; and, the
head of the Human Resources Department of M&T Bank or his or her designee or
designees, may appoint officers below the rank of Vice President, including
(without limitation as to title or number) one or more Banking Officers,
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Assistant Auditors. Each such person elected or appointed by the Board of
Directors, the Executive Committee, or the head of the Human Resources
Department of M&T Bank or his or her designee or designees, in between Annual
Reorganization Meetings shall, unless otherwise determined by the Board or
Directors, the Executive Committee or the head of the Human Resources Department
of M&T Bank or his or her designee or designees, hold office until the next
Annual Reorganization Meeting.

     Section 2. Term of Office: The Chairman of the Board, the President, each
Vice President, the Corporate Secretary, the Treasurer, and the Auditor shall,
unless otherwise determined by the Board of Directors, hold office until the
first meeting of the board following the next annual meeting of stockholders and
until their successors have been elected and qualified. Each additional officer
appointed or elected by the Board of Directors, or by the Executive Committee,
shall hold office for such term as shall be determined from time to time by the
Board of Directors or the Executive Committee. Any officer, however, may be
removed at any time by the Board of Directors, or his or her authority suspended
by the Board of Directors, with or without cause. If the office of any officer
becomes vacant for any reason, the Board of Directors shall have the power to
fill such vacancy.

     Section 3. The Chief Executive Officer: The Chief Executive Officer shall,
under control of the Board of Directors and the Executive Committee, have the
general management of M&T Bank's affairs and shall exercise general supervision
over all activities of M&T Bank. The Chief Executive Officer shall have the
power to appoint or hire, to remove, and to determine the compensation of, all
employees of M&T Bank who are not officers.

     Section 4. The Chairman of the Board: The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall be entitled to vote upon all questions. If he or she is not the Chief
Executive Officer, the Chairman of the Board shall perform such additional
duties and be vested with such additional powers as shall be assigned from time
to time by the Board of Directors, the Executive Committee or the Chief
Executive Officer, and in the absence or incapacity of the Chief Executive
Officer shall have the powers and exercise the duties of that officer.

     Section 5. The President: The President, subject to the control and
direction of the Board of Directors, shall have immediate supervision over the
business, affairs, and properties of M&T Bank, shall have and exercise general
authority with respect thereto, shall perform all duties and exercise all powers
generally incident to this office and shall perform such additional duties and
be vested with such additional powers as shall be assigned from time to time by
the Board of Directors, the Executive Committee, and if he is not the Chief
Executive Officer, by such officer. In the absence or incapacity of the Chairman
of the Board, the President shall have the powers and exercise the duties of the
Chairman of the Board, including the powers of Chief Executive Officer if the
Chairman of the Board is the Chief Executive Officer.

     Section 6. The Vice Presidents: The Vice Presidents shall have such powers
and perform such duties as may be assigned to them respectively by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President.
Any one or more individuals may be designated by the Board of Directors as
"Executive Vice President," "Senior Vice President," "Administrative Vice
President" or "Vice President," or by such other title or titles as the Board of
Directors may determine. In the absence or incapacity of both the Chairman of
the Board and the President, the Vice Presidents shall exercise the powers and
perform the duties of those officers in such order of precedence as shall be
determined by the Board of Directors, the Executive Committee, the Chairman of
the Board or the President.

     Section 7. The Corporate Secretary and Assistant Secretaries: The Corporate
Secretary shall issue notices of all meetings of stockholders, the Board of
Directors and the Executive Committee, where notices of such meetings are
required by law or these bylaws. He or she shall attend all meetings of
stockholders, the Board of Directors and the Executive Committee and keep the
minutes thereof in proper books provided for that purpose. He or she shall affix
the corporate seal to and sign such instruments as require the seal and his or
her signature and shall perform such other duties as usually pertain to this
office or as are properly required by the Board of Directors, the Chairman of
the Board or the President.

     The Assistant Secretaries may, in the absence or disability of the
Corporate Secretary or at his or her request, perform the duties and exercise
the powers of the Corporate Secretary, and shall perform such other duties as
the Board of Directors, the Chairman of the Board or the President shall
prescribe.

     Section 8. The Treasurer and Assistant Treasurers: The Treasurer shall keep
permanent records of the assets and liabilities and of all matters and
transactions bearing upon the financial affairs of M&T Bank. He or she shall,
whenever required by the Board of Directors, present a statement of the business
of M&T Bank, a balance sheet thereof as of the end of the last preceding month
or such other date as may be so required. He or she shall make and sign such
reports, statements and instruments as may be required by the Board of Directors
or the President or by law and shall perform such other duties as usually
pertain to this office or as are properly required by the Board of Directors,
the Chairman of the Board or the President.

     The Assistant Treasurers may, in the absence or disability of the Treasurer
or at his or her request, perform the duties and exercise the powers of the
Treasurer, and shall perform such other duties as the Board of Directors, the
Chairman of the Board or the President shall prescribe.

     Section 9. The Auditor: The Auditor shall be responsible to the Chairman of
the Board, the President and, through the directors' Examining Committee, to the
Board of Directors for the safety of all operations and for the systems of
internal audits and protective controls; he or she shall perform such other
duties as the Chairman of the Board or the President may prescribe and shall
make such examinations and reports as may be required by the directors'
Examining Committee. He or she shall have the duty to report to the Chairman of
the Board and the President on all matters concerning the safety of the
operations of M&T Bank which he or she deems advisable or which the Chairman of
the Board or the President may request. In addition, the Auditor shall have the
duty of reporting independently of all officers of M&T Bank to the directors'
Examining Committee whenever he or she deems it necessary or desirable to do so,
but in any event not less often than annually on all matters concerning the
safety of the operations of M&T Bank.

     The Assistant Auditors may, in the absence or disability of the Auditor, or
at his or her request, perform the duties and exercise the powers of the
Auditor, and shall perform such other duties as the Board of Directors, the
Chairman of the Board or the President shall prescribe.

     Section 10. Other Officers: All other officers that may be elected or
appointed by the Board of Directors, the Executive Committee or the head of the
Human Resources Department of M&T Bank or his or her designee or designees shall
exercise such powers and perform such duties as the Board of Directors, the
Executive Committee, the Chairman of the Board or the President shall prescribe,
except as the law may otherwise require.

     Section 11. Officers Holding Two or More Offices: Any two or more offices
may be held by the same person, except the offices of President and Corporate
Secretary. No officer shall execute or verify any instrument in more than one
capacity if such instrument be required by law or otherwise to be executed or
verified by any two or more officers.

     Section 12. Duties of Officers May be Delegated: In case of the absence or
disability of any officer of M&T Bank, or in case of a vacancy in any office or
for any other reason that the Board of Directors, the Chairman of the Board or
the President may deem sufficient, the Board of Directors, the Chairman of the
Board or the President, except as otherwise provided by law or these bylaws, may
delegate, for the time being, the powers or duties of any officer to any other
officer or to any director.

     Section 13. Compensation of Officers: The Board of Directors shall
determine the compensation to be paid to the Chairman of the Board and the
President, respectively, and it may also determine the compensation to be paid
to any or all of the other officers of M&T Bank. In the event and to the extent
that the Board of the Directors shall not exercise such discretionary power the
compensation to be paid to the other officers shall be determined by the Chief
Executive Officer.

     Section 14. Special Powers: The Chairman of the Board, the President, any
Vice President, any Assistant Vice President, any Banking Officer, the Corporate
Secretary, any Assistant Secretary, the Treasurer and any Trust Officer shall
each have power and authority:

          To sign, countersign, certify, issue, assign, endorse, transfer and/or
     deliver notes, checks, drafts, bills of exchange, certificates of deposit,
     acceptances, letters of credit, advices for the transfer or payment of
     funds, orders for the sale and for delivery of securities, guarantees of
     signatures, and all other instruments, documents and writings in connection
     with the business of M&T Bank in its corporate or in any trust or fiduciary
     capacity;

          To sign the name of M&T Bank and affix its seal, or cause the same to
     be affixed, to deeds, mortgages, satisfactions, assignments, releases,
     proxies, powers of attorney, trust agreements, and all other instruments,
     documents or papers necessary for the conduct of the business of M&T Bank,
     either in its corporate capacity or in any trust or fiduciary capacity;

          To endorse, sell, assign, transfer and deliver any stocks, bonds,
     mortgages, notes, certificates of interest, certificates of indebtedness,
     certificates of deposit and any evidences of indebtedness or of any rights
     or privileges which now are or may hereafter be held by or stand in the
     name of M&T Bank, either in its corporate capacity, or in any fiduciary or
     trust capacity, and to execute proxies, powers of attorney or other
     authority with respect thereto;

          To accept on behalf of M&T Bank any guardianship, receivership,
     executorship or any general or special trust specified in the Banking Law
     of the State of New York;

          To authenticate or certificate any bonds, debentures, notes, or other
     instruments issued under or in connection with any mortgage, deed of trust
     or other agreement or instrument under which M&T Bank is acting as trustee
     or in any other fiduciary capacity;

          To sign, execute and deliver certificates, reports, checks, orders,
     receipts, certificates of deposit, interim certificates, and other
     documents in connection with its duties and activities as registrar,
     transfer agent, disbursing agent, fiscal agent, depositary, or in any other
     corporate fiduciary capacity.

     The powers and authority above conferred may at any time be modified,
changed, extended or revoked, and may be conferred in whole or in part on other
officers and employees by the Board of Directors or the Executive Committee.

     Section 15. Bonds: The Board of Directors may require any officer, agent or
employee of M&T Bank to give a bond to M&T Bank, conditional upon the faithful
performance of his or her duties, with one or more sureties and in such amount
as may be satisfactory to the Board of Directors.

<PAGE>

                                   ARTICLE V

                    Indemnification of Directors and Officers
                    -----------------------------------------

     Section 1. Right of Indemnification: Each director and officer of M&T Bank,
whether or not then in office, each director and officer of a subsidiary that
M&T Bank directly or indirectly owns more than 50% of the voting securities of,
whether or not then in office, and any person whose testator or intestate was
such a director or officer, shall be indemnified by M&T Bank for the defense of,
or in connection with, any threatened, pending or completed actions or
proceedings and appeals therein, whether civil, criminal, governmental,
administrative or investigative, in accordance with and to the fullest extent
permitted by the Banking Law of the State of New York or other applicable law,
as such law now exists or may hereafter be amended; provided, however, that M&T
Bank shall provide indemnification in connection with an action or proceeding
(or part thereof) initiated by such a director or officer only if such action or
proceeding (or part thereof) was authorized by the Board of Directors.

     Section 2. Advancement of Expenses: Expenses incurred by a director or
officer in connection with any action or proceeding as to which indemnification
may be given under Section 1 of this Article V may be paid by M&T Bank in
advance of the final disposition of such action or proceeding upon (a) receipt
of an undertaking by or on behalf of such director or officer to repay such
advancement in the event that such director or officer is ultimately found not
to be entitled to indemnification as authorized by this Article V and (b)
approval by the Board of Directors acting by a quorum consisting of directors
who are not parties to such action or proceeding or, if such a quorum is not
obtainable, then approval by stockholders. To the extent permitted by law, the
Board of Directors or, if applicable, the stockholders, shall not be required
under this Section 2, to find that the director or officer has met the
applicable standard of conduct provided by law for indemnification in connection
with such action or proceeding.

     Section 3. Availability and Interpretation: To the extent permitted under
applicable law, the rights of indemnification and to the advancement of expenses
provided in this Article V (a) shall be available with respect to events
occurring prior to the adoption of this Article V, (b) shall continue to exist
after any recision or restrictive amendment of this Article V with respect to
events occurring prior to such recision or amendment, (c) may be interpreted on
the basis of applicable law in effect at the time of the occurrence of the event
or events giving rise to the action or proceeding, or on the basis of applicable
law in effect at the time such rights are claimed, and (d) are in the nature of
contract rights which may be enforced in any court of competent jurisdiction as
if M&T Bank and the director or officer for whom such rights are sought were
parties to a separate written agreement.

     Section 4. Other Rights: The rights of indemnification and to the
advancement of expenses provided in this Article V shall not be deemed exclusive
of any other rights to which any such director, officer or other person may now
or hereafter be otherwise entitled whether contained in the organization
certificate, these bylaws, a resolution of stockholders, a resolution of the
Board of Directors, or an agreement providing such indemnification, the creation
of such other rights being hereby expressly authorized. Without limiting the
generality of the foregoing, the rights of indemnification and to the
advancement of expenses provided in this Article V shall not be deemed exclusive
of any rights, pursuant to statute or otherwise, of any such director, officer
or other person in any such action or proceeding to have assessed or allowed in
his or her favor, against M&T Bank or otherwise, his or her costs and expenses
incurred therein or in connection therewith or any part thereof.

     Section 5. Severability: If this Article V or any part hereof shall be held
unenforceable in any respect by a court of competent jurisdiction, it shall be
deemed modified to the minimum extent necessary to make it enforceable, and the
remainder of this Article V shall remain fully enforceable.

                                   ARTICLE VI

                                  Capital Stock
                                  -------------

     Section 1. Certificates of Stock: The shares of stock of M&T Bank shall be
represented by certificates which shall be numbered and shall be entered in the
books of M&T Bank as they are issued. Each stock certificate shall when issued
state the name of the person or persons to whom issued and the number of shares
and shall be signed by the Chairman of the Board or the President or a Vice
President and by the Corporate Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, and shall be sealed with the seal of M&T
Bank or a facsimile thereof. The signatures of the officers upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by M&T Bank with the
same effect as if he were such officer at the date of its issue. No certificate
of stock shall be valid until countersigned by a transfer agent if M&T Bank has
a transfer agent, or until registered by a registrar, if M&T Bank has a
registrar.

     Section 2. Transfers of Shares: Shares of stock shall be transferable on
the books of M&T Bank by the holder thereof, in person or by duly authorized
attorney, upon the surrender of the certificate representing the shares to be
transferred, properly endorsed. M&T Bank shall be entitled to treat the holder
of record of any share or shares of stock as the owner thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof, save as specifically provided by the laws
of the State of New York. The Board of Directors, to the extent permitted by
law, shall have power and authority to make all such rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates of stock and may appoint one or more transfer agents and registrars
of the stock of M&T Bank.

     Section 3. Fixing of Record Date: The Board of Directors may fix, in
advance, a day and hour not more than 50 days nor less than 10 days before the
date on which any meeting of stockholders is to be held, as the time as of which
stockholders entitled to notice of and to vote at such meeting and at all
adjournments thereof shall be determined; and, in the event such record date and
time is fixed by the Board of Directors, no one other than the holders of record
on such date and time of stock entitled to notice of or to vote at such meeting
shall be entitled to notice of or to vote at such meeting or any adjournment
thereof. If a record date and time shall not be fixed by the Board of Directors
for the determination of stockholders entitled to notice of and to vote at any
meeting of stockholders, stockholders of record at the close of business on the
day next preceding the day on which notice of such meeting is given, and no
others, shall be entitled to notice of and to vote at such meeting or any
adjournment thereof. The Board of Directors may fix, in advance, a day and hour,
not exceeding 50 days preceding the date fixed for the payment of a dividend of
any kind or the allotment of any rights, as the record time for the
determination of the stockholders entitled to receive any such dividend or
rights, and in such case only stockholders of record at the time so fixed shall
be entitled to receive such dividend or rights.

     Section 4. Record of Stockholders: M&T Bank shall keep at its office in the
State of New York, or at the office of its transfer agent or registrar in this
state, a record containing the names and addresses of all stockholders, the
number and class of shares held by each and the dates when they respectively
became the owner of record thereof.

     Section 5. Lost Stock Certificates: The holder of any certificate
representing shares of stock of M&T Bank shall immediately notify M&T Bank of
any mutilation, loss or destruction thereof, and the Board of Directors may in
its discretion cause one or more new certificates for the same number of shares
in the aggregate to be issued to such holder upon the surrender of the mutilated
certificate, or, in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and the deposit of indemnity by
way of bond or otherwise in such form and amount and with such sureties or
security as the Board of Directors may require to protect M&T Bank against loss
or liability by reason of the issuance of such new certificates; but the Board
of Directors may in its discretion refuse to issue such new certificates save
upon the order of the court having jurisdiction in such matters.

                                  ARTICLE VII

                                 Corporate Seal
                                 --------------

     Section 1. Form of Seal: The seal of M&T Bank shall be circular in form,
with the words "Manufacturers and Traders Trust Company" in the margin thereof,
and the numerals "1856" and the word "seal" and the numerals "1892" in the
center thereof. The seal on any corporate obligation for the payment of money
may be facsimile.

                                  ARTICLE VIII

                              Emergency Operations
                              --------------------

     Whenever the provisions of Article 7 of the New York State Defense
Emergency Act (L. 1961, c. 654) become operative by reason of an "acute
emergency," as defined in said Act, the following provision shall also become
operative:

     1. If the Chief Executive Officer of M&T Bank shall not be available, his
or her powers and authority shall vest in and may be exercised by other officers
of M&T Bank in the following order:

          a.   The Chairman of the Board;

          b.   The President;

          c.   The Executive Vice Presidents in the order of seniority
               determined by length of service;

          d.   The Senior Vice Presidents in the order of seniority determined
               by length of service;

          e.   A Vice President selected from and by those Vice Presidents who
               shall be available.

     2. The directors and acting directors present at any meeting held as
provided by statute may by resolution alter the foregoing order of succession or
designate the person from among the foregoing group who shall act as Chief
Executive Officer; provided, however, that the directors and acting directors
shall have no power to remove any officer or to fill any vacancy on a permanent
basis or to cause M&T Bank to enter into any contract of employment for a term
of over one year.

     3. The directors and acting directors shall take such action as counsel may
advise in order that the normal operations of M&T Bank shall be restored as
promptly as practicable.

                                   ARTICLE IX

                             Amendments; Termination
                             -----------------------

     Section 1. Procedure for Amending Bylaws: These bylaws may be added to,
amended or repealed at any meeting of stockholders notice of which shall have
referred to the proposed action, by the vote of the holders of record of a
majority of the outstanding shares of M&T Bank entitled to vote, or at any
meeting of the Board of Directors notice of which shall have referred to the
proposed action, by the vote of a majority of the Board of Directors; provided,
however, that if any bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of stockholders for the election of
directors the bylaw so adopted or amended or repealed, together with a concise
statement of the changes made; and provided further that the last proviso of the
first sentence of Article II, Section 1, the entirety of Article II, Section
2(b), the entirety of Article X and this proviso may not be amended, modified or
repealed, nor may any Bylaw provisions be adopted that are inconsistent with
such provisions, in each case, without the unanimous approval of the entire
board of directors.

     Section 2. Termination of Certain Provisions: Each of the provisions of
these Bylaws set forth in the last proviso of Article IX, Section 1 hereof shall
automatically terminate without any action on the part of M&T Bank, the board of
directors or the stockholders on the first date following the date upon which
the Significant Stockholder ceases to be the beneficial owner of at least five
percent (5%) of the outstanding shares of common stock of the Holding Company.

                                   ARTICLE X

                               CERTAIN DEFINITIONS
                               -------------------

     Section 1. Definitions. For purposes of Article II of these Bylaws:

          (a) "Issuance Event" shall mean an "Issuance Event" defined in Section
1.42 of the Reorganization Agreement.

          (b) "Maintenance Rights" shall mean the "Seller Maintenance Rights"
defined in Section 1.75 of the Reorganization Agreement.

          (c) "Reorganization Agreement" shall mean the Agreement and Plan of
Reorganization, dated September 26, 2002, by and among the Significant
Stockholder, Allfirst Financial Inc. and M&T Bank Corporation, as amended or
supplemented from time to time.

          (d) "Significant Stockholder" shall mean Allied Irish Banks, p.l.c., a
limited liability company incorporated under the laws of Ireland having its
registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any
successor thereto.

          (e) "Sunset Date" shall mean the first date following the date upon
which the Significant Stockholder ceases to be the beneficial owner of at least
15% of the outstanding shares of common stock of the Corporation, determined in
accordance with, and subject to, paragraph (iv) of Article II, Section 2(b)
hereof.
<PAGE>

                                    EXHIBIT 6

                               Consent Of Trustee
                               ------------------

          Manufacturers and Traders Trust Company hereby consents, in accordance
with the provisions of Section 321(b) of the Trust Indenture Act of 1939, that
reports of examinations by federal, state, territorial and district authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon its request therefor.

                                            MANUFACTURERS AND TRADERS TRUST
                                            COMPANY

                                            By: /s/Donald C. Hargadon
                                                --------------------------------
                                                Donald C. Hargadon
                                                Vice President

<PAGE>

                                    EXHIBIT 7

                       Report of Condition of the Trustee
                       ----------------------------------

                     MANUFACTURERS AND TRADERS TRUST COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET
                                                                        June 30
In thousands                                                               2005
===============================================================================
Assets          Cash and due from banks                            $  1,473,675
                Money-market assets                                     209,081
                Investment
                securities
                  Available for sale (cost:                          7,922,2065
                                                                   $  5,185,994)
                  Held to maturity (market value:                        86,493
                                                                   $    120,243)
                  Other (market value: $313,697)                        311,268
                ---------------------------------------------------------------
                     Total investment securities                      8,319,967
                ---------------------------------------------------------------
                Loans and leases, net of unearned                    39,910,964
                discount
                Allowance for credit losses                            (637,345)
                ---------------------------------------------------------------
                Loans and leases, net                                39,273,619
                Other assets                                          5,205,604
                ---------------------------------------------------------------
                  Total assets                                     $ 54,481,946
===============================================================================

Liabilities     Deposits
                  Noninterest-bearing                              $  8,681,655
                  Interest-bearing                                   28,624,177
                ---------------------------------------------------------------
                     Total deposits                                  37,305,832
                ---------------------------------------------------------------
                Short-term borrowings                                 4,284,930
                Accrued interest and other liabilities                  735,500
                Long-term borrowings                                  6,317,961
                ---------------------------------------------------------------
                  Total liabilities                                  48,644,223
===============================================================================

Stockholder's
equity                                                                5,837,723
                ---------------------------------------------------------------

                Total liabilities and stockholder's
                equity                                             $ 54,481,946
===============================================================================

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>8
<FILENAME>d586019_ex25-2.txt
<DESCRIPTION>EX-25.2
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

           Statement of eligibility under the Trust Indenture Act
           of 1939 of a Corporation designated to act as Trustee

       Check if an application to determine eligibility of a Trustee
                      pursuant to Section 305(b)(2) ______

                     MANUFACTURERS AND TRADERS TRUST COMPANY
               (Exact name of trustee as specified in its charter)

              New York                                     16-0538020
   (Jurisdiction of incorporation                       (I.R.S. employer
 or organization if not a national                     identification No.)
               bank)

           One M&T Plaza
         Buffalo, New York
  (Address of principal executive                          14203-2399
              offices)                                     (Zip Code)

                                Dante M. Monakil
                            Assistant Vice President
                  Manufacturers and Traders Trust Company
                             25 South Charles Street
                            Baltimore, Maryland 21201
                                 (410) 949-3268
          (Name, address and telephone number of agent of service)

                              TOP TANKERS INC.
            (Exact name of obligor as specified in its charter)

  Republic of the Marshall Islands                            N/A
  (State or other jurisdiction of                       (I.R.S. employer
   incorporation or organization)                      identification No.)

          TOP Tankers Inc.
      109-111 Messogion Avenue
           Politia Centre
          Athens 115 26 GR

  (Address of principal executive offices) (Zip Code)

           Subordinated Debt Securities(Title of indenture securities)



<PAGE>

Item 1. General Information

Furnish the following information as to the Trustee:

(a)  Name and address of each examining or supervising authority to which it is
     subject.

          Superintendent of Banks of the State of New York, One State Street,
          New York, New York 10004-1417

          Federal Reserve Bank of New York, 33 Liberty Street, New York, New
          York 10045

(b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with Obligor

If the obligor is an affiliate of the trustee, describe each such affiliation.

          None.

[Items 3 through 15 omitted pursuant to General Instruction B to Form T-1]

Item 16. List of Exhibits

Exhibit 1.    Organization Certificate of the Trustee as now in effect.*

Exhibit 2.    Certificate of Authority of the Trustee to commence business
              (contained in Exhibit 1).

Exhibit 3.    Authorization of the Trustee to exercise corporate trust powers
              (contained in Exhibit 1).

Exhibit 4.    Existing By-Laws of the Trustee.*

Exhibit 5.    Not Applicable.

Exhibit 6.    Consent of the Trustee.*

Exhibit 7.    Report of Condition of the Trustee.*

Exhibit 8.    Not Applicable.

Exhibit 9.    Not Applicable.

- --------------------
* Filed Herewith


<PAGE>


                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Manufacturers and Traders Trust Company, a trust company organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Baltimore, and State of Maryland,
on the 1ST day of August, 2005.

                                    MANUFACTURERS AND TRADERS TRUST COMPANY

                                    By:   /s/ Dante M. Monakil
                                       ---------------------------------------
                                          Dante M. Monakil
                                          Assistant Vice President


<PAGE>
                                    EXHIBIT 1

                  Organization Certificate of the Trustee

                        RESTATED ORGANIZATION CERTIFICATE

                                       OF

                  MANUFACTURERS AND TRADERS TRUST COMPANY

                   UNDER SECTION 8007 OF THE BANKING LAW

     The undersigned, being respectively, an Executive Vice President and Chief
Financial Officer, and a Vice President and an Assistant Secretary, of
Manufacturers and Traders Trust Company, pursuant to Section 8007 of the Banking
Law of the State of New York, do hereby restate, certify and set forth as
follows:

     (1) The name of the corporation is Manufacturers and Traders Trust Company.
The name under which the corporation was originally incorporated was The
Fidelity Trust and Guaranty Company of Buffalo

     (2) The organization certificate of the corporation was filed in the Office
of the Superintendent of Banks of the State of New York on September 13, 1892,
and in the Office of the Clerk of Erie County, New York on September 14, 1892,
and the certificate of authorization of the Superintendent of Banks of the State
of New York was issued on June 27, 1893.

     A first restated organization certificate of the corporation was approved
and filed in the Office of the Superintendent of Banks of the State of New York
on August 6, 1954. Such restated organization certificate was amended from time
to time thereafter. A second restated organization certificate of the
corporation was approved and filed in the Office of the Superintendent of Banks
of the State of New York on February 26, 1991. A third restated organization
certificate of the corporation was approved and filed in the Office of the
Superintendent of Banks of the State of New York on May 22, 1992.

     (3) The restated organization certificate is hereby further amended by
adding a new Article 7 to read as follows:

          "7. Notwithstanding anything herein or in the Bylaws to the contrary,
     each of the following provisions of the Bylaws may not be amended, modified
     or repealed, nor may any Bylaw provisions be adopted that are inconsistent
     with such provisions, without the unanimous approval of the entire board of
     directors:

     o    the last proviso of the first sentence of Article II, Section 1,

     o    the entirety of Article II, Section 2(b),

     o    the last proviso of Article IX, Section 1,

     o    the entirety of Article IX, Section 2, and

     o    the entirety of Article X.

     The provisions of this Article 7 shall automatically terminate without any
     action on the part of the corporation, the board of directors or the
     stockholders upon the termination of the foregoing provisions of the Bylaws
     in accordance with Article IX, Section 2 of the Bylaws."

     (4) The text of the corporation's organization certificate, as amended
heretofore, is hereby restated without further change to read as hereinafter set
forth in full:

                            "ORGANIZATION CERTIFICATE

                                       OF

                     MANUFACTURERS AND TRADERS TRUST COMPANY



     1. The name by which the said corporation shall be known is Manufacturers
and Traders Trust Company

     2. The place where the principal office of the corporation is to be located
is the City of Buffalo, County of Erie and State of New York.

     3. The amount of the corporation's capital stock is $200,000,000. The
number of shares into which such capital stock shall be divided is 5,000,000
common shares of the par value of $40 per share.

     4. The number of directors which the corporation shall have shall be not
less than seven (7) nor more than thirty (30).

     5. The term of existence of the corporation shall be perpetual.

     6. The corporation shall exercise the fiduciary powers conferred by Section
100 of the Banking Law, as amended from time to time, in addition to the other
powers conferred upon banks and trust companies pursuant to the Banking Law or
other applicable law.

     7. Notwithstanding anything herein or in the Bylaws to the contrary, each
of the following provisions of the Bylaws may not be amended, modified or
repealed, nor may any Bylaw provisions be adopted that are inconsistent with
such provisions, without the unanimous approval of the entire board of
directors:

     o    the last proviso of the first sentence of Article II, Section 1,

     o    the entirety of Article II, Section 2(b),

     o    the last proviso of Article IX, Section 1,

     o    the entirety of Article IX, Section 2, and

     o    the entirety of Article X.

     The provisions of this Article 7 shall automatically terminate without any
action on the part of the corporation, the board of directors or the
stockholders upon the termination of the foregoing provisions of the Bylaws in
accordance with Article IX, Section 2 of the Bylaws."

     (5) This restatement of the organization certificate was authorized
pursuant to Section 6015 of the Banking Law by the written consent, setting
forth the action taken, of the holder of all of the outstanding shares entitled
to vote thereon.

     IN WITNESS WHEREOF, the undersigned have executed, signed and verified this
certificate this ___th day of January, 2005.

                                    MANUFACTURERS AND TRADERS TRUST COMPANY

                                    By:   /s/ MICHAEL P. PINTO
                                       ---------------------------------------
                                          Michael P. Pinto
                                          Executive Vice President and
                                          Chief Financial Officer

                                    By:   /s/ BRIAN R. YOSHIDA
                                       ---------------------------------------
                                          Brian R. Yoshida
                                          Vice President and Assistant Secretary


<PAGE>



STATE OF NEW YORK       )
                        :ss.
COUNTY OF ERIE          )

     Michael P. Pinto and Brian R. Yoshida, being first duly sworn, depose and
say that they are respectively, an Executive Vice President and Chief Financial
Officer and a Vice President and an Assistant Secretary of Manufacturers and
Traders Trust Company, that they have read the foregoing certificate and know
the contents thereof and that the statements therein contained are true.

                                    /s/ MICHAEL P. PINTO
                                    ------------------------------------------
                                    Michael P. Pinto

                                    /s/ BRIAN R. YOSHIDA
                                    ------------------------------------------
                                    Brian R. Yoshida

Sworn to before me this ___th day of January, 2005.

/s/ TIMOTHY G. McEVOY
- ------------------------------------
Notary Public


<PAGE>
                                    EXHIBIT 4

                         Existing By-Laws of the Trustee








                  MANUFACTURERS AND TRADERS TRUST COMPANY

                                     BYLAWS








     (as adopted on October 15, 2002 and effective as of April 1, 2003)



<PAGE>

                                     BYLAWS

                                       of

                  MANUFACTURERS AND TRADERS TRUST COMPANY

                                   ARTICLE I

                            Meetings of Stockholders

     Section 1. Annual Meeting: The Annual Meeting of Manufacturers and Traders
Trust Company ("M&T Bank"), for the election of directors and for transaction of
such other business as may be set forth in the notice of meeting, shall be held
at the principal office of M&T Bank or at such other place in the City of
Buffalo, New York on the third Tuesday of April in each year, or on such date
and at such time as the Board of Directors shall determine.

     Section 2. Special Meetings: Special meetings of the stockholders may be
called to be held at the principal office of M&T Bank or elsewhere within the
State of New York at any time by the Board of Directors or the Chairman of the
Board or the President, and shall be called by the Chairman of the Board or the
President or the Corporate Secretary or an Assistant Secretary at the request in
writing of five or more members of the Board of Directors, or at the request in
writing of the holders of record of at least 25% of the outstanding shares of
M&T Bank entitled to vote. Such request shall state the purpose or purposes for
which the meeting is to be called.

     Section 3. Notice of Meetings: Written notice of each meeting of the
stockholders shall be given by depositing in the United States mail, postage
prepaid, not less than 10 nor more than 50 days before such meeting, a copy of
the notice of such meeting directed to each stockholder of record entitled to
vote at the meeting, at the address as it appears on the record of stockholders
for each such stockholder, or, if such stockholder shall have filed with the
Corporate Secretary of M&T Bank a written request that notices be mailed to some
other address, then directed to such other address. The notice shall state the
place, date and hour of the meeting, the purpose or purposes for which the
meeting is called and, unless it is the annual meeting, indicate that the notice
is being issued by or at the direction of the person or persons calling the
meeting. If action is proposed to be taken at any meeting which would, if taken,
entitle dissenting stockholders to receive payment for their shares, the notice
shall include a statement of that purpose and to that effect. At each meeting of
stockholders only such business may be transacted which is related to the
purpose or purposes set forth in the notice of meeting.

     Section 4. Waiver of Notice: Whenever under any provisions of these bylaws,
the organization certificate, the terms of any agreement or instrument, or law,
M&T Bank or the Board of Directors or any committee thereof is authorized to
take any action after notice to any person or persons or after the lapse of a
prescribed period of time, such action may be taken without notice and without
the lapse of such period of time, if at any time before or after such action is
completed the person or persons entitled to such notice or entitled to
participate in the action to be taken or, in the case of a stockholder, by such
stockholder's attorney-in-fact, submit a signed waiver of notice of such
requirements. The attendance of any stockholder at any meeting, in person or by
proxy, without protesting prior to the conclusion the lack of notice of such
meeting, shall constitute a waiver of notice by such stockholder.

     Section 5. Procedure: At every meeting of stockholders the order of
business and all other matters of procedure may be determined by the person
presiding at the meeting.

     Section 6. List of Stockholders: A list of stockholders as of the record
date, certified by the officer of M&T Bank responsible for its preparation or by
a transfer agent, shall be produced at any meeting of stockholders upon the
request thereat or prior thereto of any stockholder. If the right to vote at any
meeting is challenged, the inspectors of election, or person presiding thereat,
shall require such list of stockholders to be produced as evidence of the right
of the persons challenged to vote at such meeting, and all persons who appear
from such list to be stockholders entitled to vote thereat may vote at such
meeting.

     Section 7. Quorum: At all meetings of the stockholders of M&T Bank a quorum
must be present for the transaction of business and, except as otherwise
provided by law, a quorum shall consist of the holders of record of not less
than a majority of the outstanding shares of M&T Bank entitled to vote thereat,
present either in person or by proxy. When a quorum is once present to organize
a meeting of the stockholders, it is not broken by the subsequent withdrawal of
any stockholders.

     Section 8. Adjournments: The stockholders entitled to vote who are present
in person or by proxy at any meeting of stockholders, whether or not a quorum
shall be present or represented at the meeting, shall have power by a majority
vote to adjourn the meeting from time to time without further notice other than
announcement at the meeting. At any adjourned meeting at which a quorum shall be
present in person or by proxy any business may be transacted that might have
been transacted on the original date of the meeting, and the stockholders
entitled to vote at the meeting on the original date (whether or not they were
present thereat), and no others, shall be entitled to vote at such adjourned
meeting.

     Section 9. Voting; Proxies: Each stockholder of record entitled to vote
shall be entitled at every meeting of stockholders of M&T Bank to one vote for
each share of stock having voting power standing in each such stockholder's name
on the record of stockholders on the record date fixed pursuant to Section 3 of
Article VI of these bylaws. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may do so either
in person or by proxy appointed by instrument executed in writing by such
stockholder or such stockholder's duly authorized attorney-in-fact and delivered
to the secretary of the meeting. No director, officer, clerk, teller or
bookkeeper of M&T Bank shall act as proxy at any meeting. No proxy shall be
valid after the expiration of 11 months from the date of its execution unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it except as otherwise provided by law. Directors
elected at any meeting of the stockholders shall be elected by a plurality of
the votes cast. All other corporate action to be taken by vote of the
stockholders shall, except as otherwise provided by law or these bylaws, be
authorized by a majority of the votes cast. The vote for directors shall be by
ballot, but otherwise the vote upon any question before a meeting shall not be
by ballot unless the person presiding at such meeting shall so direct or any
stockholder, present in person or by proxy and entitled to vote thereon, shall
so demand.

     Section 10. Appointment of Inspectors of Election: The Board of Directors
may, in advance of any meeting of the stockholders, appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed in advance of the meeting, the person presiding at such meeting
may, and on the request of any stockholder entitled to vote thereat shall,
appoint one or more inspectors. In case any inspector appointed fails to appear
or act, the vacancy may be filled by appointment made by the Board of Directors
in advance of the meeting or at the meeting by the person presiding thereat. No
director, officer or candidate for the office of director of M&T Bank shall be
eligible to act as an inspector of an election of directors of M&T Bank. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his or her ability.

     Section 11. Duties of Inspectors of Election: The inspectors of election
shall determine the number of shares outstanding and entitled to vote, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders.

                                   ARTICLE II

                                    Directors

     Section 1. Number and Qualifications: Unless otherwise permitted by law,
the number of directors of M&T Bank shall be not less than seven (7) nor more
than thirty (30), with the exact number to be fixed from time to time by
resolution of a majority of the directors, provided that the number of directors
shall not be reduced so as to shorten the term of any director at the time in
office; and provided, further, that, until the Sunset Date (as defined in
Article X hereof), without the consent of the Significant Stockholder (as
defined in Article X hereof), the number of directors shall not exceed twenty
eight (28). If the number of directors be increased at any time, within the
limits above set forth, the vacancy or vacancies in the board arising from such
increase shall be filled as provided in Section 4 of this Article II. Each such
vacancy, and each reduction in the number of directors, shall be reported to the
Superintendent of Banks in the manner prescribed by law. All of the directors
shall be of full age, and at least one-half of them shall be citizens of the
United States at the time of their election and during their continuance in
office, unless otherwise permitted by law. No more than one-third of the
directors shall be active officers or employees of M&T Bank. Every director
shall be the beneficial owner of at least two thousand (2,000) shares, having an
aggregate par value of at least $1,000, of the capital stock of M&T Bank or of
the common stock of the holding company that directly or indirectly controls M&T
Bank, free from pledge, lien or charge.

     Section 2. Election and Tenure of Office:

     (a) Except as otherwise provided by law or these bylaws, each director of
M&T Bank shall be elected at an annual meeting of the stockholders or at any
meeting of the stockholders held in lieu of such annual meeting, which meeting,
for the purposes of these bylaws, shall be deemed the annual meeting, and shall
hold office until the next annual meeting of stockholders and until his or her
successor has been elected and qualified. Each person who shall be elected a
director of M&T Bank shall, before participating in any manner as a director of
M&T Bank, qualify in the manner prescribed by law and take and subscribe the
oath prescribed by law.

     (b) Notwithstanding anything herein to the contrary:

          (i) for so long as the Significant Stockholder holds at least fifteen
percent (15%) of the outstanding shares of common stock of M&T Bank Corporation,
the board of directors shall nominate and recommend for election as directors of
M&T Bank four (4) persons designated by the Significant Stockholder, each of
whom is reasonably acceptable to M&T Bank;

          (ii) for so long as the Significant Stockholder holds at least ten
percent (10%), but less than fifteen percent (15%), of the outstanding shares of
common stock of M&T Bank Corporation, the board of directors shall nominate and
recommend for election as directors of M&T Bank two (2) persons designated by
the Significant Stockholder, each of whom is reasonably acceptable to M&T Bank;

          (iii) for so long as the Significant Stockholder holds at least five
percent (5%), but less than ten percent (10%), of the outstanding shares of
common stock of M&T Bank Corporation, the board of directors shall nominate and
recommend for election as a director of M&T Bank one (1) person designated by
the Significant Stockholder, who is reasonably acceptable to M&T Bank.

          (iv) For purposes of determining the number of outstanding shares of
common stock of M&T Bank Corporation for purposes of this Article II, Section
2(b), there shall be used the number of shares of common stock of M&T Bank
Corporation disclosed as outstanding on the cover page of M&T Bank Corporation's
most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the
case may be, or the number of shares of common stock of M&T Bank Corporation
actually outstanding as of a later date, if requested by M&T Bank or the
Significant Stockholder, determined on the same basis as the number of shares
disclosed on such Reports. Any share held by any direct or indirect subsidiary
of the Significant Stockholder of which the Significant Stockholder holds 80% or
more of the outstanding equity capital or voting shares shall be deemed held by
the Significant Stockholder. In the event that the transaction that would result
in the Significant Stockholder's holdings being below any threshold set forth
herein is a transaction that gives rise to an Issuance Event (as defined in
Article X hereof), no diminution in the percentage of the outstanding shares of
common stock of the Corporation held by the Significant Stockholder shall be
deemed to have occurred until the earlier of such time as the Significant
Stockholder gives written notice that it shall not exercise its Maintenance
Rights (as defined in Article X hereof) or the deadline for exercise of such
Maintenance Rights has passed without the Significant Stockholder having
provided notice that it shall exercise the same. No diminution in the percentage
of outstanding shares of common stock held by the Significant Stockholder shall
be deemed to have occurred as a result of any issuance of shares that is subject
to the Corporation's repurchase obligations under Section 7.2(c) or Section
7.2(e) of the Reorganization Agreement. In the event that the Significant
Stockholder's holdings decrease to less than fifteen percent (15%), but not less
than twelve percent (12%), of the outstanding common stock, the Significant
Stockholder's holdings shall be deemed to be equal to fifteen percent (15%) for
all purposes of the definition of Sunset Date and of this Article II, Section
2(b), unless, not later than one year from the date on which the Significant
Stockholder's holdings decreased to less than fifteen percent (15%), the
Significant Stockholder's holdings have not been restored to at least fifteen
percent (15%) of the outstanding shares of common stock of M&T Bank Corporation.

          (v) In the event that M&T Bank objects to any designee for board
service on the grounds that such designee is not "reasonably acceptable" under
any provision of this Article II, Section 2(b), M&T Bank shall fully cooperate
and shall use best efforts to work with the Significant Stockholder to promptly
resolve any such objection so that such designee may as promptly as practicable
serve in the capacity for which he or she has been designated or, in the
alternative, to promptly identify a substitute candidate that is reasonably
acceptable, in order to give effect to the intention of the M&T Bank and the
Significant Stockholder regarding board representation contemplated by this
Article II, Section 2(b).

          Section 3. Resignation: Any director of M&T Bank may resign at any
time by giving his or her resignation to the Chairman of the Board or the
President or the Corporate Secretary. Such resignation shall take effect at the
time specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

          Section 4. Vacancies: Except as set forth in Article II, Section 2(b)
or as hereinafter provided, all vacancies in the office of director shall be
filled by election by the stockholders entitled to vote at any meeting of the
stockholders notice of which shall have referred to the proposed election.
Subject to Article II, Section 2(b), vacancies not exceeding one-third of the
entire board may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office for the
balance of the unexpired term; or two vacancies may, with the consent of the
Superintendent of Banks of the State of New York, be left unfilled until the
next annual election. Each vacancy in the office of director and each election
by the Board of Directors to fill any such vacancy shall be reported to the
Superintendent of Banks in the manner provided by law.

          Section 5. Directors' Fees: Directors, including salaried officers of
M&T Bank who are directors, may receive a fee for their services as directors
and traveling and other out-of-pocket expenses incurred in attending any regular
or special meeting of the board. The fee may be a fixed sum for attending each
meeting of the Board of Directors or a fixed sum paid monthly, quarterly, or
semiannually, irrespective of the number of meetings attended or not attended.
The amount of the fee and the basis on which it shall be paid shall be
determined by resolution of the Board of Directors. Nothing herein contained
shall preclude any director from serving M&T Bank in any other capacity and
receiving compensation for such services.

          Section 6. Meetings of Directors: A regular meeting of the Board of
Directors shall be held at least six times each year, provided that during any
three consecutive calendar months the board shall meet at least once. The first
meeting of the Board of Directors after each annual meeting of the stockholders
shall be held immediately after the adjournment of such annual meeting and shall
constitute the regular meeting of the Board of Directors for the month in which
such first meeting is held. The Board of Directors shall, from time to time,
designate the place, date and hour for the holding of regular meetings but, in
the absence of any such designation, regular meetings of the Board of Directors
shall be held at the principal office of M&T Bank in the City of Buffalo, New
York, at 11:00 o'clock a.m., on the third Tuesday of each January, February,
April, July, September and October. No notice need be given of such regular
meetings except such notice as these bylaws or the Board of Directors by
resolution may require. Special meetings of the Board of Directors shall be held
at such times and at such places as the Board of Directors or the Chairman of
the Board or, in his or her absence, the President, may determine, and shall
also be held upon the request of any 4 directors made in writing to the Chairman
of the Board or the President.

          Section 7. Notice of Special Meetings of the Board of Directors:
Notice of each special meeting of the Board of Directors stating the time and
place thereof, shall be given by the Chairman of the Board, the President, the
Corporate Secretary, or an Assistant Secretary, or by any member of the board to
each member of the board not less than 3 days before the meeting by depositing
the same in the United States mail, postage prepaid, addressed to each member of
the board at his or her residence or usual place of business, or not less than 1
day before the meeting by telephoning or by delivering the same to each member
of the board personally, or by sending the same by facsimile or electronic mail
to his or her residence or usual place of business. Notice of a meeting need not
be given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him or her. The notice of any
special meeting of the Board of Directors need not specify the purpose or
purposes for which the meeting is called, except as provided in Article IX of
these bylaws.

          Section 8. Quorum: At all meetings of the Board of Directors, except
as otherwise provided by law or these bylaws, a quorum shall be required for the
transaction of business and shall consist of not less than one-third of the
entire board, and the vote of a majority of the directors present shall decide
any question which may come before the meeting. A majority of the directors
present at any meeting, although less than a quorum, may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.

          Section 9. Meetings by Conference Telephone: Any one or more members
of the Board of Directors or any committee thereof may participate in a meeting
of such board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation in a meeting by such means shall
constitute presence in person at such meeting.

          Section 10. Procedure: The order of business and all other matters of
procedure at every meeting of directors may be determined by the person
presiding at the meeting.

                                  ARTICLE III

                                   Committees

          Section 1. Executive Committee: The Board of Directors shall, by
resolution adopted by a majority of the entire board, designate from among its
members an Executive Committee consisting of five or more directors. The Board
of Directors may designate one or more directors as alternate members of the
Executive Committee, who may replace any absent member or members of the
Executive Committee at any meeting thereof. In the interim between meetings of
the Board of Directors, the Executive Committee shall have all the authority of
the Board of Directors except as otherwise provided by law. All acts done and
powers and authority conferred by the Executive Committee from time to time
within the scope of its authority shall be, and may be deemed to be, and may be
certified as being, the act and under the authority of the Board of Directors.
The Chairman of the Board, or the President in the absence of the Chairman of
the Board, shall preside at all meetings of the Executive Committee. The
Executive Committee shall elect from its members a chairman to preside at any
meeting of the Executive Committee at which the Chairman of the Board and the
President shall be absent. Four members of the Executive Committee shall
constitute a quorum for the transaction of business.

          Section 2. Examining Committee: The Board of Directors shall, by
resolution adopted by a majority of the entire board, designate from among its
members an Examining Committee consisting of not less than 3 directors to
examine fully the books, papers and affairs of M&T Bank, and the loans and
discounts thereof, as provided by law. The Examining Committee shall have the
power to employ such assistants as it may deem necessary to enable it to perform
its duties.

          Section 3. Other Committees: The Board of Directors may from time to
time, by resolution or resolutions, appoint or provide for one or more other
committees consisting of such directors, officers, or other persons as the board
may determine. Each committee, to the extent provided in said resolution or
resolutions, shall have such powers and functions in the management of M&T Bank
as may be lawfully delegated by the Board of Directors in the interim between
meetings of the board. Each committee shall have such name as may be provided
from time to time in said resolution or resolutions, and shall serve at the
pleasure of the Board of Directors.

          Section 4. Minutes of Meetings of Committees: The Executive Committee,
the Examining Committee, and each other committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors at the next
meeting thereof, or as soon thereafter as may be practicable under the
circumstances.

          Section 5. Fees to Members of Committees: Members of committees,
including salaried officers of M&T Bank who are members of committees, may
receive a fee for their services as members of committees and traveling and
other out-of-pocket expenses incurred in attending any regular or special
meeting of a committee. The fee may be a fixed sum for attending each committee
meeting or a fixed sum paid monthly, quarterly, or semiannually, irrespective of
the number of meetings attended or not attended. The amount of the fee and the
basis on which it shall be paid shall be determined by resolution of the Board
of Directors. Nothing herein contained shall preclude any member of a committee
from serving M&T Bank in any other capacity and receiving compensation for such
services.

                                   ARTICLE IV

                                    Officers

          Section 1. Officers: The Board of Directors shall annually, at the
first meeting (the "Annual Reorganization Meeting") of the board after the
Annual Meeting of Stockholders, elect from its own number a Chairman of the
Board, one or more Vice Chairmen, and a President, who may be one and the same
person, and appoint or elect one or more Vice Presidents, a Corporate Secretary,
a Treasurer, and an Auditor. The Chief Executive Officer shall be either the
Chairman of the Board or the President, as designated by the Board of Directors.
At the Annual Reorganization Meeting, the Board of Directors shall also reelect
all of the then officers of M&T Bank until the next Annual Reorganization
Meeting. In the interim between Annual Reorganization Meetings, the Board of
Directors or the Executive Committee may also from time to time elect or appoint
such additional officers to the rank of Vice President, including (without
limitation as to title or number) one or more Vice Presidents, Administrative
Vice Presidents, Senior Vice Presidents and Executive Vice Presidents; and, the
head of the Human Resources Department of M&T Bank or his or her designee or
designees, may appoint officers below the rank of Vice President, including
(without limitation as to title or number) one or more Banking Officers,
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Assistant Auditors. Each such person elected or appointed by the Board of
Directors, the Executive Committee, or the head of the Human Resources
Department of M&T Bank or his or her designee or designees, in between Annual
Reorganization Meetings shall, unless otherwise determined by the Board or
Directors, the Executive Committee or the head of the Human Resources Department
of M&T Bank or his or her designee or designees, hold office until the next
Annual Reorganization Meeting.

          Section 2. Term of Office: The Chairman of the Board, the President,
each Vice President, the Corporate Secretary, the Treasurer, and the Auditor
shall, unless otherwise determined by the Board of Directors, hold office until
the first meeting of the board following the next annual meeting of stockholders
and until their successors have been elected and qualified. Each additional
officer appointed or elected by the Board of Directors, or by the Executive
Committee, shall hold office for such term as shall be determined from time to
time by the Board of Directors or the Executive Committee. Any officer, however,
may be removed at any time by the Board of Directors, or his or her authority
suspended by the Board of Directors, with or without cause. If the office of any
officer becomes vacant for any reason, the Board of Directors shall have the
power to fill such vacancy.

          Section 3. The Chief Executive Officer: The Chief Executive Officer
shall, under control of the Board of Directors and the Executive Committee, have
the general management of M&T Bank's affairs and shall exercise general
supervision over all activities of M&T Bank. The Chief Executive Officer shall
have the power to appoint or hire, to remove, and to determine the compensation
of, all employees of M&T Bank who are not officers.

          Section 4. The Chairman of the Board: The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall be entitled to vote upon all questions. If he or she is not the Chief
Executive Officer, the Chairman of the Board shall perform such additional
duties and be vested with such additional powers as shall be assigned from time
to time by the Board of Directors, the Executive Committee or the Chief
Executive Officer, and in the absence or incapacity of the Chief Executive
Officer shall have the powers and exercise the duties of that officer.

          Section 5. The President: The President, subject to the control and
direction of the Board of Directors, shall have immediate supervision over the
business, affairs, and properties of M&T Bank, shall have and exercise general
authority with respect thereto, shall perform all duties and exercise all powers
generally incident to this office and shall perform such additional duties and
be vested with such additional powers as shall be assigned from time to time by
the Board of Directors, the Executive Committee, and if he is not the Chief
Executive Officer, by such officer. In the absence or incapacity of the Chairman
of the Board, the President shall have the powers and exercise the duties of the
Chairman of the Board, including the powers of Chief Executive Officer if the
Chairman of the Board is the Chief Executive Officer.

          Section 6. The Vice Presidents: The Vice Presidents shall have such
powers and perform such duties as may be assigned to them respectively by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President. Any one or more individuals may be designated by the Board of
Directors as "Executive Vice President," "Senior Vice President,"
"Administrative Vice President" or "Vice President," or by such other title or
titles as the Board of Directors may determine. In the absence or incapacity of
both the Chairman of the Board and the President, the Vice Presidents shall
exercise the powers and perform the duties of those officers in such order of
precedence as shall be determined by the Board of Directors, the Executive
Committee, the Chairman of the Board or the President.

          Section 7. The Corporate Secretary and Assistant Secretaries: The
Corporate Secretary shall issue notices of all meetings of stockholders, the
Board of Directors and the Executive Committee, where notices of such meetings
are required by law or these bylaws. He or she shall attend all meetings of
stockholders, the Board of Directors and the Executive Committee and keep the
minutes thereof in proper books provided for that purpose. He or she shall affix
the corporate seal to and sign such instruments as require the seal and his or
her signature and shall perform such other duties as usually pertain to this
office or as are properly required by the Board of Directors, the Chairman of
the Board or the President.

          The Assistant Secretaries may, in the absence or disability of the
Corporate Secretary or at his or her request, perform the duties and exercise
the powers of the Corporate Secretary, and shall perform such other duties as
the Board of Directors, the Chairman of the Board or the President shall
prescribe.

          Section 8. The Treasurer and Assistant Treasurers: The Treasurer shall
keep permanent records of the assets and liabilities and of all matters and
transactions bearing upon the financial affairs of M&T Bank. He or she shall,
whenever required by the Board of Directors, present a statement of the business
of M&T Bank, a balance sheet thereof as of the end of the last preceding month
or such other date as may be so required. He or she shall make and sign such
reports, statements and instruments as may be required by the Board of Directors
or the President or by law and shall perform such other duties as usually
pertain to this office or as are properly required by the Board of Directors,
the Chairman of the Board or the President.

          The Assistant Treasurers may, in the absence or disability of the
Treasurer or at his or her request, perform the duties and exercise the powers
of the Treasurer, and shall perform such other duties as the Board of Directors,
the Chairman of the Board or the President shall prescribe.

          Section 9. The Auditor: The Auditor shall be responsible to the
Chairman of the Board, the President and, through the directors' Examining
Committee, to the Board of Directors for the safety of all operations and for
the systems of internal audits and protective controls; he or she shall perform
such other duties as the Chairman of the Board or the President may prescribe
and shall make such examinations and reports as may be required by the
directors' Examining Committee. He or she shall have the duty to report to the
Chairman of the Board and the President on all matters concerning the safety of
the operations of M&T Bank which he or she deems advisable or which the Chairman
of the Board or the President may request. In addition, the Auditor shall have
the duty of reporting independently of all officers of M&T Bank to the
directors' Examining Committee whenever he or she deems it necessary or
desirable to do so, but in any event not less often than annually on all matters
concerning the safety of the operations of M&T Bank.

          The Assistant Auditors may, in the absence or disability of the
Auditor, or at his or her request, perform the duties and exercise the powers of
the Auditor, and shall perform such other duties as the Board of Directors, the
Chairman of the Board or the President shall prescribe.

          Section 10. Other Officers: All other officers that may be elected or
appointed by the Board of Directors, the Executive Committee or the head of the
Human Resources Department of M&T Bank or his or her designee or designees shall
exercise such powers and perform such duties as the Board of Directors, the
Executive Committee, the Chairman of the Board or the President shall prescribe,
except as the law may otherwise require.

          Section 11. Officers Holding Two or More Offices: Any two or more
offices may be held by the same person, except the offices of President and
Corporate Secretary. No officer shall execute or verify any instrument in more
than one capacity if such instrument be required by law or otherwise to be
executed or verified by any two or more officers.

          Section 12. Duties of Officers May be Delegated: In case of the
absence or disability of any officer of M&T Bank, or in case of a vacancy in any
office or for any other reason that the Board of Directors, the Chairman of the
Board or the President may deem sufficient, the Board of Directors, the Chairman
of the Board or the President, except as otherwise provided by law or these
bylaws, may delegate, for the time being, the powers or duties of any officer to
any other officer or to any director.

          Section 13. Compensation of Officers: The Board of Directors shall
determine the compensation to be paid to the Chairman of the Board and the
President, respectively, and it may also determine the compensation to be paid
to any or all of the other officers of M&T Bank. In the event and to the extent
that the Board of the Directors shall not exercise such discretionary power the
compensation to be paid to the other officers shall be determined by the Chief
Executive Officer.

          Section 14. Special Powers: The Chairman of the Board, the President,
any Vice President, any Assistant Vice President, any Banking Officer, the
Corporate Secretary, any Assistant Secretary, the Treasurer and any Trust
Officer shall each have power and authority:

          To sign, countersign, certify, issue, assign, endorse, transfer and/or
     deliver notes, checks, drafts, bills of exchange, certificates of deposit,
     acceptances, letters of credit, advices for the transfer or payment of
     funds, orders for the sale and for delivery of securities, guarantees of
     signatures, and all other instruments, documents and writings in connection
     with the business of M&T Bank in its corporate or in any trust or fiduciary
     capacity;

          To sign the name of M&T Bank and affix its seal, or cause the same to
     be affixed, to deeds, mortgages, satisfactions, assignments, releases,
     proxies, powers of attorney, trust agreements, and all other instruments,
     documents or papers necessary for the conduct of the business of M&T Bank,
     either in its corporate capacity or in any trust or fiduciary capacity;

          To endorse, sell, assign, transfer and deliver any stocks, bonds,
     mortgages, notes, certificates of interest, certificates of indebtedness,
     certificates of deposit and any evidences of indebtedness or of any rights
     or privileges which now are or may hereafter be held by or stand in the
     name of M&T Bank, either in its corporate capacity, or in any fiduciary or
     trust capacity, and to execute proxies, powers of attorney or other
     authority with respect thereto;

          To accept on behalf of M&T Bank any guardianship, receivership,
     executorship or any general or special trust specified in the Banking Law
     of the State of New York;

          To authenticate or certificate any bonds, debentures, notes, or other
     instruments issued under or in connection with any mortgage, deed of trust
     or other agreement or instrument under which M&T Bank is acting as trustee
     or in any other fiduciary capacity;

          To sign, execute and deliver certificates, reports, checks, orders,
     receipts, certificates of deposit, interim certificates, and other
     documents in connection with its duties and activities as registrar,
     transfer agent, disbursing agent, fiscal agent, depositary, or in any other
     corporate fiduciary capacity.

          The powers and authority above conferred may at any time be modified,
changed, extended or revoked, and may be conferred in whole or in part on other
officers and employees by the Board of Directors or the Executive Committee.

          Section 15. Bonds: The Board of Directors may require any officer,
agent or employee of M&T Bank to give a bond to M&T Bank, conditional upon the
faithful performance of his or her duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.

                                   ARTICLE V

                    Indemnification of Directors and Officers

          Section 1. Right of Indemnification: Each director and officer of M&T
Bank, whether or not then in office, each director and officer of a subsidiary
that M&T Bank directly or indirectly owns more than 50% of the voting securities
of, whether or not then in office, and any person whose testator or intestate
was such a director or officer, shall be indemnified by M&T Bank for the defense
of, or in connection with, any threatened, pending or completed actions or
proceedings and appeals therein, whether civil, criminal, governmental,
administrative or investigative, in accordance with and to the fullest extent
permitted by the Banking Law of the State of New York or other applicable law,
as such law now exists or may hereafter be amended; provided, however, that M&T
Bank shall provide indemnification in connection with an action or proceeding
(or part thereof) initiated by such a director or officer only if such action or
proceeding (or part thereof) was authorized by the Board of Directors.

          Section 2. Advancement of Expenses: Expenses incurred by a director or
officer in connection with any action or proceeding as to which indemnification
may be given under Section 1 of this Article V may be paid by M&T Bank in
advance of the final disposition of such action or proceeding upon (a) receipt
of an undertaking by or on behalf of such director or officer to repay such
advancement in the event that such director or officer is ultimately found not
to be entitled to indemnification as authorized by this Article V and (b)
approval by the Board of Directors acting by a quorum consisting of directors
who are not parties to such action or proceeding or, if such a quorum is not
obtainable, then approval by stockholders. To the extent permitted by law, the
Board of Directors or, if applicable, the stockholders, shall not be required
under this Section 2, to find that the director or officer has met the
applicable standard of conduct provided by law for indemnification in connection
with such action or proceeding.

          Section 3. Availability and Interpretation: To the extent permitted
under applicable law, the rights of indemnification and to the advancement of
expenses provided in this Article V (a) shall be available with respect to
events occurring prior to the adoption of this Article V, (b) shall continue to
exist after any recision or restrictive amendment of this Article V with respect
to events occurring prior to such recision or amendment, (c) may be interpreted
on the basis of applicable law in effect at the time of the occurrence of the
event or events giving rise to the action or proceeding, or on the basis of
applicable law in effect at the time such rights are claimed, and (d) are in the
nature of contract rights which may be enforced in any court of competent
jurisdiction as if M&T Bank and the director or officer for whom such rights are
sought were parties to a separate written agreement.

          Section 4. Other Rights: The rights of indemnification and to the
advancement of expenses provided in this Article V shall not be deemed exclusive
of any other rights to which any such director, officer or other person may now
or hereafter be otherwise entitled whether contained in the organization
certificate, these bylaws, a resolution of stockholders, a resolution of the
Board of Directors, or an agreement providing such indemnification, the creation
of such other rights being hereby expressly authorized. Without limiting the
generality of the foregoing, the rights of indemnification and to the
advancement of expenses provided in this Article V shall not be deemed exclusive
of any rights, pursuant to statute or otherwise, of any such director, officer
or other person in any such action or proceeding to have assessed or allowed in
his or her favor, against M&T Bank or otherwise, his or her costs and expenses
incurred therein or in connection therewith or any part thereof.

          Section 5. Severability: If this Article V or any part hereof shall be
held unenforceable in any respect by a court of competent jurisdiction, it shall
be deemed modified to the minimum extent necessary to make it enforceable, and
the remainder of this Article V shall remain fully enforceable.

                                   ARTICLE VI

                                  Capital Stock

          Section 1. Certificates of Stock: The shares of stock of M&T Bank
shall be represented by certificates which shall be numbered and shall be
entered in the books of M&T Bank as they are issued. Each stock certificate
shall when issued state the name of the person or persons to whom issued and the
number of shares and shall be signed by the Chairman of the Board or the
President or a Vice President and by the Corporate Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, and shall be sealed with
the seal of M&T Bank or a facsimile thereof. The signatures of the officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar. In case any officer who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
M&T Bank with the same effect as if he were such officer at the date of its
issue. No certificate of stock shall be valid until countersigned by a transfer
agent if M&T Bank has a transfer agent, or until registered by a registrar, if
M&T Bank has a registrar.

          Section 2. Transfers of Shares: Shares of stock shall be transferable
on the books of M&T Bank by the holder thereof, in person or by duly authorized
attorney, upon the surrender of the certificate representing the shares to be
transferred, properly endorsed. M&T Bank shall be entitled to treat the holder
of record of any share or shares of stock as the owner thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof, save as specifically provided by the laws
of the State of New York. The Board of Directors, to the extent permitted by
law, shall have power and authority to make all such rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates of stock and may appoint one or more transfer agents and registrars
of the stock of M&T Bank.

          Section 3. Fixing of Record Date: The Board of Directors may fix, in
advance, a day and hour not more than 50 days nor less than 10 days before the
date on which any meeting of stockholders is to be held, as the time as of which
stockholders entitled to notice of and to vote at such meeting and at all
adjournments thereof shall be determined; and, in the event such record date and
time is fixed by the Board of Directors, no one other than the holders of record
on such date and time of stock entitled to notice of or to vote at such meeting
shall be entitled to notice of or to vote at such meeting or any adjournment
thereof. If a record date and time shall not be fixed by the Board of Directors
for the determination of stockholders entitled to notice of and to vote at any
meeting of stockholders, stockholders of record at the close of business on the
day next preceding the day on which notice of such meeting is given, and no
others, shall be entitled to notice of and to vote at such meeting or any
adjournment thereof. The Board of Directors may fix, in advance, a day and hour,
not exceeding 50 days preceding the date fixed for the payment of a dividend of
any kind or the allotment of any rights, as the record time for the
determination of the stockholders entitled to receive any such dividend or
rights, and in such case only stockholders of record at the time so fixed shall
be entitled to receive such dividend or rights.

          Section 4. Record of Stockholders: M&T Bank shall keep at its office
in the State of New York, or at the office of its transfer agent or registrar in
this state, a record containing the names and addresses of all stockholders, the
number and class of shares held by each and the dates when they respectively
became the owner of record thereof.

          Section 5. Lost Stock Certificates: The holder of any certificate
representing shares of stock of M&T Bank shall immediately notify M&T Bank of
any mutilation, loss or destruction thereof, and the Board of Directors may in
its discretion cause one or more new certificates for the same number of shares
in the aggregate to be issued to such holder upon the surrender of the mutilated
certificate, or, in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and the deposit of indemnity by
way of bond or otherwise in such form and amount and with such sureties or
security as the Board of Directors may require to protect M&T Bank against loss
or liability by reason of the issuance of such new certificates; but the Board
of Directors may in its discretion refuse to issue such new certificates save
upon the order of the court having jurisdiction in such matters.

                                  ARTICLE VII

                                 Corporate Seal

          Section 1. Form of Seal: The seal of M&T Bank shall be circular in
form, with the words "Manufacturers and Traders Trust Company" in the margin
thereof, and the numerals "1856" and the word "seal" and the numerals "1892" in
the center thereof. The seal on any corporate obligation for the payment of
money may be facsimile.

                                  ARTICLE VIII

                              Emergency Operations

          Whenever the provisions of Article 7 of the New York State Defense
Emergency Act (L. 1961, c. 654) become operative by reason of an "acute
emergency," as defined in said Act, the following provision shall also become
operative:

          1. If the Chief Executive Officer of M&T Bank shall not be available,
his or her powers and authority shall vest in and may be exercised by other
officers of M&T Bank in the following order:

          a. The Chairman of the Board;

          b. The President;

          c. The Executive Vice Presidents in the order of seniority determined
by length of service;

          d. The Senior Vice Presidents in the order of seniority determined by
length of service;

          e. A Vice President selected from and by those Vice Presidents who
shall be available.

          2. The directors and acting directors present at any meeting held as
provided by statute may by resolution alter the foregoing order of succession or
designate the person from among the foregoing group who shall act as Chief
Executive Officer; provided, however, that the directors and acting directors
shall have no power to remove any officer or to fill any vacancy on a permanent
basis or to cause M&T Bank to enter into any contract of employment for a term
of over one year.

          3. The directors and acting directors shall take such action as
counsel may advise in order that the normal operations of M&T Bank shall be
restored as promptly as practicable.

                                   ARTICLE IX

                             Amendments; Termination

          Section 1. Procedure for Amending Bylaws: These bylaws may be added
to, amended or repealed at any meeting of stockholders notice of which shall
have referred to the proposed action, by the vote of the holders of record of a
majority of the outstanding shares of M&T Bank entitled to vote, or at any
meeting of the Board of Directors notice of which shall have referred to the
proposed action, by the vote of a majority of the Board of Directors; provided,
however, that if any bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of stockholders for the election of
directors the bylaw so adopted or amended or repealed, together with a concise
statement of the changes made; and provided further that the last proviso of the
first sentence of Article II, Section 1, the entirety of Article II, Section
2(b), the entirety of Article X and this proviso may not be amended, modified or
repealed, nor may any Bylaw provisions be adopted that are inconsistent with
such provisions, in each case, without the unanimous approval of the entire
board of directors.

          Section 2. Termination of Certain Provisions: Each of the provisions
of these Bylaws set forth in the last proviso of Article IX, Section 1 hereof
shall automatically terminate without any action on the part of M&T Bank, the
board of directors or the stockholders on the first date following the date upon
which the Significant Stockholder ceases to be the beneficial owner of at least
five percent (5%) of the outstanding shares of common stock of the Holding
Company.

                                   ARTICLE X

                               CERTAIN DEFINITIONS

          Section 1. Definitions. For purposes of Article II of these Bylaws:

          (a) "Issuance Event" shall mean an "Issuance Event" defined in Section
1.42 of the Reorganization Agreement.

          (b) "Maintenance Rights" shall mean the "Seller Maintenance Rights"
defined in Section 1.75 of the Reorganization Agreement.

          (c) "Reorganization Agreement" shall mean the Agreement and Plan of
Reorganization, dated September 26, 2002, by and among the Significant
Stockholder, Allfirst Financial Inc. and M&T Bank Corporation, as amended or
supplemented from time to time.

          (d) "Significant Stockholder" shall mean Allied Irish Banks, p.l.c., a
limited liability company incorporated under the laws of Ireland having its
registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any
successor thereto.

          (e) "Sunset Date" shall mean the first date following the date upon
which the Significant Stockholder ceases to be the beneficial owner of at least
15% of the outstanding shares of common stock of the Corporation, determined in
accordance with, and subject to, paragraph (iv) of Article II, Section 2(b)
hereof.

<PAGE>
                                    EXHIBIT 6

                               Consent Of Trustee

          Manufacturers and Traders Trust Company hereby consents, in accordance
with the provisions of Section 321(b) of the Trust Indenture Act of 1939, that
reports of examinations by federal, state, territorial and district authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon its request therefor.

                                    MANUFACTURERS AND TRADERS TRUST COMPANY

                                    By:   /s/Donald C. Hargadon
                                       ---------------------------------------
                                          Donald C. Hargadon
                                          Vice President


<PAGE>
                                    EXHIBIT 7

                       Report of Condition of the Trustee

                     MANUFACTURERS AND TRADERS TRUST COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET
                                                                         June 30
In thousands                                                              2005
- --------------------------------------------------------------------------------
Assets          Cash and due from banks                           $  1,473,675
                Money-market assets                                    209,081
                Investment
                securities
                  Available for sale (cost: $5,185,994)             7,922,2065
                  Held to maturity (market                              86,493
                  value: $120,243)
                  Other (market value: $313,697)                       311,268
                ----------------------------------------------------------------
                    Total investment securities                      8,319,967
                ----------------------------------------------------------------
                Loans and leases, net of                             39,910,964
                unearned discount
                Allowance for credit losses                          (637,345)
                ----------------------------------------------------------------
                Loans and leases, net                                39,273,619
                Other assets                                         5,205,604
                ----------------------------------------------------------------
                  Total assets                                    $  54,481,946

Liabilities     Deposits
                  Noninterest-bearing                             $  8,681,655
                  Interest-bearing                                   28,624,177
                ----------------------------------------------------------------
                    Total deposits                                   37,305,832
                ----------------------------------------------------------------
                Short-term                                           4,284,930
                borrowings
                Accrued interest and other                             735,500
                liabilities
                Long-term borrowings                                 6,317,961
                ----------------------------------------------------------------
                  Total liabilities                                 48,644,223
- -------------------------------------------------------------------------------
Stockholder's equity                                                  5,837,723
                ----------------------------------------------------------------
                Total liabilities and stockholder's equity        $  54,481,946
- --------------------------------------------------------------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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