Common use of Subject to and upon Clause in Contracts

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 the Business Day immediately preceding November 15, 2006, 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 Business Day immediately preceding the corresponding 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 of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of 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 the Borough of Manhattan, The City of New York or to the Corporate Trust Agency 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 to the opening of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Note is entitled, at his his, her or its option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day immediately next preceding November 15, 2006the Redemption Date, or in case this Security Note or a portion hereof is called for redemption, then in respect of this Security Note 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 Business Day immediately next preceding the corresponding Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), Note at the principal amount hereof, or of such portion, into in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each 6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of this Security(i) the average of the high and low prices on the Nasdaq National Market, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency consolidated transaction reporting tape in the Borough of Manhattan, The City of New York or to the Corporate Trust Agency accompanied by written notice to the Company event 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 to the opening of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 Article XIII of is not then traded on the Indenture. The conversion price is subject to adjustment as provided in Article XIII of Nasdaq National Market, and (ii) the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," Company reported as defined in the Indenture. The Holder of this Security is entitled to receivebeing traded on that day, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class each Trading Day of the Company's capital stock (including 30 calendar days preceding the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class Reset Date (the "Permitted PercentageConversion Reset Period") to ensure that such Foreign ownership will not exceed ), divided by the maximum percentage permitted by applicable law, and authorizes the Board total number of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented traded over the Conversion Reset Period, then multiplied by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (y) 115% (the "Excess SharesConversion Reset Price") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and Conversion Reset Price shall be lower than the conversion willprice before such calculation, in provided that the good faith judgment Conversion Reset Price shall never be adjusted to less than $4.30 per share, but the Company will be required to pay to holders of Notes a quarterly reset penalty ("Reset Penalty") attributable to the Company, increase 's inability to adjust the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or Conversion Reset Price below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund$4.30 per share. In the event that the conversion price before such calculation shall be equal to or less than the Conversion Reset Price, then no adjustment to the conversion price shall be made. The quarterly Reset Penalty payable to each Holder of redemption, conversion or repurchase Notes shall be an amount equal to $2.50 per Note held by such Holder (which for the purposes of this Security Paragraph 27 will be determined to be Certificated Notes, each in part onlythe denomination of $1,000) unless, a new Security or Securities but for the unredeemed, unconverted or unrepurchased portion hereof will be issued proviso in the name preceding sentence, the Conversion Reset Price would have been less than $3.80 per share, in which case such quarterly Reset Penalty shall be an amount equal to $5.00 per Note held by such Holder. The Reset Penalty shall be payable on each March 1, June 1, September 1 and December 1 (each such date being referred to herein as a "Reset Penalty Payment Date"), commencing on March 1, 1997, the first such Reset Penalty Payment Date occurring after the Reset Date, and shall be payable to holders of record of Notes on the Holder hereof February 15, May 15, August 15 and November 15 immediately preceding such Reset Penalty Payment Date and shall not accrue. The Reset Penalty will cease to be payable upon the cancellation hereofan conversion of a Note.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15September 19, 2006, 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 Business Day immediately preceding the corresponding Redemption Date, 2007 to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right in respect of a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day immediately preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 92.26 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from between the close of business on any Regular Record Date and prior to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), also ) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date by the Company on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security being surrendered for conversion. Notwithstanding the foregoing, any Holder which during such period surrenders for conversion any Security which has been called for redemption on by the Company in a notice of redemption given by the Company pursuant to Section 10.5 of the Indenture (whether the Redemption Date within for such period), no payment Security is on such Interest Payment Date or adjustment is otherwise) need not pay the Company an amount equal to be made on conversion for the interest accrued hereon or for dividends on the Common Stock issued on principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractions fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the each Holder of this Security Debentures is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15, 2006, 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 Business Day immediately preceding the corresponding Redemption Date2010, to convert this Security the Holder's Debentures (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Debenture (or a Foreign Share Certificateportion thereof) called for redemption, as applicablesuch conversion right in respect of the Debenture (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change in Control for which the Holder exercises its Repurchase Right with respect to a Debenture (or a portion thereof), such conversion price right in respect of the Debenture (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each $ per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Debenture (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. No fractional shares of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 upon conversion of any Debentures. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Debentures, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15June 1, 20062007 to convert the Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Shares of the Company at the Conversion Price in effect at the time of conversion. In the case this of a Security (or a portion hereof is thereof) called for redemption, then such conversion right in respect of this the Security (or such portion hereof until and includingthereof) so called, but (shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Repurchase Date. The Conversion Price shall be initially equal to $16.05 per share of Common Shares. The Conversion Price shall be adjusted under certain circumstances as provided in the Indenture. To exercise the conversion right, to convert this the Holder must surrender the 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 of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares Common Shares will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest shares which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security is entitledhas the right, at his its option, at any time on or before following January 30, 2000 and prior to the close of business on the Business Day immediately preceding November 15January 31, 20062004, or in case this Security (or a portion hereof hereof) is called for redemptionredemption or the Company has made a Change of Control Purchase Offer, then in respect of this Security (or such portion hereof hereof) until and including, including but (unless the Company defaults in making the payment due upon redemptionredemption or the consummation of the Change of Control Offer, as the case may be) not after, the close of business on the Business Day immediately preceding the corresponding Redemption Date or the Change of Control Purchase Date, as the case may be, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the initial Conversion Price of $19.1475 per share, subject to adjustment as provided in Article Thirteen of the Indenture. The number of shares of Common Stock issuable upon conversion of this Security is determined by dividing the principal amount hereof, or of such portionportion being converted, into fully paid and non-assessable shares of Common Stock of by the Company (Conversion Price in effect on the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock Conversion Date. To convert this Security (or at any portion hereof), the current adjusted conversion price if an adjustment has been made as provided Holder must surrender this Security and satisfy the other requirements set forth in Article XIII Section 1302 of 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 the Borough of Manhattan, The City of New York or to the Corporate Trust Agency 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 . In case such surrender shall be made during the period from the close of business on any Regular Record Date to the opening of business on the corresponding next succeeding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date or repurchase on a Change of Control Purchase Date within such period between and including such Regular Record Date and such Interest Payment DateDate and, as a result, the right to convert would terminate during such period), also the Security shall be accompanied by payment in New York Clearing House Funds or other 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding next succeeding 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 instalment installment of interest (even if the Security has been called for redemption on a Redemption Date within such period)interest, 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 or round up to the next higher whole share as provided in Article XIII Thirteen of the Indenture. The conversion price Conversion Price is subject to adjustment as provided in Article XIII Thirteen of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 right to convert this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916may be changed, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined set forth in the Indenture. The Holder of this Security is entitled to receive, upon conversion, into a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled right to convert this Securityit into securities, cash or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofproperty.

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 the Business Day immediately preceding November 15__________, 2006, 2003 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 Business Day immediately preceding date prior to the corresponding Redemption Datedate fixed for redemption, 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 that number of 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 (in obtained by dividing the form principal amount of a Domestic Share Certificate the Securities or a Foreign Share Certificate, as applicable) at portion thereof surrendered for conversion by a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock ________ (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) (the "Conversion Price") by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its the Corporate Trust Office or at another office or agency in the Borough of Manhattan, The City of New York, New York or to the Corporate Trust Agency 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 record date next preceding any Interest Payment Date to the opening of business on the corresponding such Interest Payment Date (unless this Security or the portion hereof thereof being converted has been called for redemption on a Redemption Date redemption date within such period between and including such Regular Record Date and such Interest Payment Dateperiod), also accompanied by payment in New York Clearing House, or other funds acceptable to the Company 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.this

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 and after November 30, 1998, and on or before the close of business on July 31, 2005 (the Business Day immediately preceding November 15, 2006Stated Maturity of the principal amount of this Security), or in case this Security or a portion hereof is called for redemptionredemption or the Holder hereof has exercised his right to require the Company to repurchase this Security or a portion thereof, then then, in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be) not after, the close of business on the Business Day immediately preceding Redemption Date or the corresponding Redemption Purchase Date, as the case may be, to convert this Security (or any portion of the principal amount hereof which that is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, $1,000) into fully paid and non-assessable nonassessable shares of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable"Conversion Shares") at a conversion price equal to an initial Conversion Price of $66 aggregate principal amount of Securities 14.3125 for each share of Common Stock Conversion Share (or at the then current adjusted conversion price Conversion Price, if an adjustment has been made as provided in Article XIII of 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 the Borough of Manhattan, The City of New York or to the Corporate Trust Agency 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, blank and, in case such surrender shall be made during the period from the close of business on of any Regular Record Date next preceding any Interest Payment Date to the opening of business on the corresponding such Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such "Interest Payment DatePeriod"), also accompanied by payment in funds acceptable to the Company United States currency of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted, and also a conversion notice duly executed, to the Company at Banque International a Luxembourg S.A. in Luxembourg, or at such other office or agency of the Company as may be designated by it for such purpose in the State of New York or Western Europe (each a "Conversion Agent"); except that if this Security or any portion hereof has been called for redemption and, pursuant to Section 10.01 of the Indenture, as a result of such redemption the right to convert this Security or such portion terminates after the Regular Record Date preceding any Interest Payment Date and on or before such Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of this Security on such Regular Record Date. In such event, this Security, when surrendered for conversion, shall be accompanied by payment in United States currency of an amount equal to the difference between (i) the interest on the principal amount of this Security or such portion hereof payable on such Interest Payment Date and (ii) the amount of accrued interest on the principal amount of this Security or portion hereof to but not including the date of conversion. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date preceding any Interest Payment Date and on or before the corresponding 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 instalment installment of interest (even if with certain exceptions provided in the Security has been called for redemption on a Redemption Date within such periodIndenture), no payment shall be made on conversion, for interest accrued hereon from the Interest Payment Date preceding the date of conversion to the Conversion Date. No payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversionconversion hereof. The Company shall thereafter deliver to the Holder the fixed number of Conversion Shares of Common Stock (together with any cash adjustment, as provided in the Indenture) into which this Security is convertible and such delivery will be deemed to satisfy the Company's obligation to pay the principal amount of this Security. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest (calculated to the nearest 1/100th of a share) the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price Conversion Price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales consolidations or transfers of assets or other transactions pursuant mergers to which the Common Stock Company is converted into a party or the right to receive other securities, cash transfer of all or other propertysubstantially all of the property and assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstandingOutstanding, 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 transaction such consolidation, merger or transfer by a holder of the number of shares of Common Stock of the Company into which this Security might could have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise tradeconsolidation, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned merger or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereoftransfer.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15October 13, 2006, 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 Business Day immediately preceding the corresponding Redemption Date, to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 32.0075 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15March 14, 2006, 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 Business Day immediately preceding the corresponding Redemption Date, 2007 to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) is called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right in respect of a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day immediately preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 80.64 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from between the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), also shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date by the Company on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption on by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date within for such period), no payment Security is on such Interest Payment Date or adjustment is otherwise) need not pay the Company an amount equal to be made on conversion for the interest accrued hereon or for dividends on the Common Stock issued on principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. No fractions fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November April 15, 20062008, to convert the Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of common stock of the Company at the Conversion Price in effect at the time of conversion. In the case this of a Security (or a portion hereof is thereof) called for redemption, then such conversion right in respect of this the Security (or such portion hereof until and includingthereof) so called, but (shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Repurchase Date. The Conversion Price shall be initially equal to $28.00 per share of common stock. The Conversion Price shall be adjusted under certain circumstances as provided in the Indenture. To exercise the conversion right, to convert this the Holder must surrender the 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 of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares common stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest shares which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenturethese Conversion Provisions, the Holder holder of this Security is entitled, at his option, any Note (a "Noteholder") will have the right at any time on or before and after February 3, 1997 up to the close of business of banks in Lugano on the Business Day immediately preceding November 1522, 20062001, or or, in case this Security or a portion hereof is the Notes are called for redemptionredemption in accordance with Section 4 of the Terms of the Notes, 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, prior to the close of business of banks in Lugano on the Business Day immediately earlier of November 22, 2001 and the fifth business day preceding the corresponding Redemption Datedate fixed for redemption, but in no event thereafter, to convert this Security ten Notes or more Notes into freely transferable and non-restricted (or such non-restriction being subject to the effectiveness of a registration statement under the U.S. securities laws covering such common stock) shares of common stock which are duly registered under the 1933 Securities Act, with par value USD 0.01 per share (such presently authorized capital stock and any portion other stock into which such presently authorized common stock may hereafter be changed, the "Common Stock"), of the principal amount hereof which is $1,000 or an integral multiple thereof)Company, calculated as to each conversion to the greatest number of full Shares, disregarding fractions, at the principal amount hereof, or price of such portion, into fully paid and non-assessable shares of Common Stock initially as determined pursuant to Section 3 of the Company terms of the Notes for each Share, such price being subject to adjustment in certain instances as provided in Article 2 hereafter (in as so adjusted from time to time, the form "Conversion Price"). Fractions of a Domestic Share Certificate or share will not be issued on conversion; provided, however, that if a Foreign Share CertificateNoteholder at any one time delivers more than one Note for conversion, as applicable) at a conversion price equal to $66 the number of Shares issued shall be calculated on the basis of the aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an Notes so delivered. A cash adjustment has been made as provided in Article XIII of 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 the Borough of Manhattan, The City of New York or to the Corporate Trust Agency 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 paid in respect of business on any Regular Record Date to the opening frac tional Share which would otherwise be issuable upon conversion of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), also accompanied by payment any Note in funds acceptable to the Company of an amount equal to in U.S. Dollars based upon the interest payable on such Interest Payment Date on the principal amount market price of this Security then being converted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on the last trading day prior to the date of conversion. No fractions of Cash adjustments for fractional 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 Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding made for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more amounts less than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofU.S. Dollar.

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 prior to the close of business on the Business Day immediately preceding November 15, 2006, 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 Business second Scheduled Trading Day immediately preceding the corresponding Redemption Maturity Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral a multiple thereof), at the principal amount hereof, or of such portion, into a number of 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 equal to the quotient obtained by dividing (i) the principal amount to be converted by (ii) the Conversion Price specified in the form of a Domestic Share Certificate or a Foreign Share CertificateIndenture, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this SecuritySecurity together with a Notice of Conversion, a form of which is set forth in Section 2.05, as provided in the Indenture and this debenture, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in agency, which shall be initially the Borough principal corporate trust office of Manhattan, The City Bank of New York Mellon in New York, New York, and, unless the shares of Common Stock issuable on conversion are to be issued in the same name as this debenture, duly endorsed by, or to the Corporate Trust Agency accompanied by written notice instruments of transfer in form satisfactory to the Company that or its agent duly executed by, the Holder hereof elects to convert this Securityor by his duly authorized attorney, 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 to the opening of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period)payment, 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 Article XIII of the Indenture. The conversion price Conversion Price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales consolidations or transfers of assets or other transactions pursuant mergers to which the Common Stock Company is converted into a party or the right to receive other securities, cash or other propertytransfer 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 same type of securities, cash and other property receivable upon the transaction by consideration that a holder of a number of shares of Common Stock equal to the number of shares of Common Stock into which obtained by dividing the aggregate principal amount of this Security might have been converted by the Conversion Price immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be would have owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is been entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November February 15, 2006, 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 Business Day immediately preceding the corresponding Redemption Date2007, to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 49.7913 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

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 the Business Day immediately preceding November 15March 31, 20062004, 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 redemptionredemption or repurchase) not after, the close of business on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, to convert this Security (or any portion of the principal amount hereof which is $1,000 U.S.$1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 U.S.$23.70 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of 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 the Borough of Manhattan, The City of New York or to the Corporate Trust Agency San Francisco, California accompanied by written the conversion notice to the Company that hereon executed by the Holder hereof elects evidencing such Holder's election 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 to the opening of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), 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 of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment installment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 or round up to the next higher whole share as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 20 days or more than 60 days, days notice by mail, at any time on or after November 24April 4, 19992000, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 April 4 of the years indicated, Redemption Year Percentage Year Percentage Price ---- ---------- ---- ---------- 1999 103.58----------- 2000 . . . . . . . . . . . . . . 103.375% 2001 . . . . . . . . . . . . . . 102.250% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.. . . . . . . . . . . 101.125%

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Note is entitled, at his his, her or its option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day immediately next preceding November 15, 2006the Redemption Date, or in case this Security Note or a portion hereof is called for redemption, then in respect of this Security Note 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 Business Day immediately next preceding the corresponding Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), Note at the principal amount hereof, or of such portion, into in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each 6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this SecurityNote, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in the Borough of Manhattan, The City of New York or maintained for that purpose pursuant to the Corporate Trust Agency Indenture, accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable 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, Note and, in case such surrender shall be made during the period from the close of business on any Regular regular Record Date to next preceding any Interest Payment Date or the opening close of business on a record date for the corresponding payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Security Note or the portion hereof thereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Dateperiod), also accompanied by payment in New York Clearing House funds, or other 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 convertedconverted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on regular Record Date next preceding any Regular Record Interest Payment Date and on or before the corresponding such Interest Payment Date, to the right of the Holder of this Security Note (or any Predecessor Security) of record at such Regular Record Date regular record date to receive an instalment installment of interest (even if with certain exceptions provided in the Security has been called for redemption on a Redemption Date within such periodIndenture), no payment or adjustment is to be made upon conversion on conversion for account of any interest accrued hereon or for on account of any dividends on the Common Stock issued on upon conversion. No fractions of fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest share the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The On December 1, 1996 (the "Reset Date"), the conversion price is subject will be adjusted (the "Conversion Reset") to adjustment as provided in Article XIII equal (x) the product of (i) the average of the Indenture. In additionhigh and low prices on the Nasdaq National Market, or the Indenture provides consolidated transaction reporting tape in the event that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," Company reported as defined in the Indenture. The Holder of this Security is entitled to receivebeing traded on that day, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class each Trading Day of the Company's capital stock (including 30 calendar days preceding the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class Reset Date (the "Permitted PercentageConversion Reset Period") to ensure that such Foreign ownership will not exceed ), divided by the maximum percentage permitted by applicable law, and authorizes the Board total number of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented traded over the Conversion Reset Period, then multiplied by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares"y) will be ineffective as against the Company for all purposes 115% (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.the

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15October 17, 2006, 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 Business Day immediately preceding the corresponding Redemption Date2007, to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 50.46 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15February 2, 20062007, to convert the Holder's Securities (or any portion of the principal amount hereof which is an integral multiple of $1,000), at the principal amount thereof or of such portion, into duly authorized, fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price in effect at the time of conversion. In the case this of a Security (or a portion hereof is thereof) called for redemption, then such conversion right in respect of this the Security (or such portion hereof until and includingthereof) so called, but (shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) not after, shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Repurchase Date. The Conversion Price shall be initially equal to $127.6550 per share of Common Stock. The Conversion Price shall be adjusted under certain circumstances as provided in the Indenture. To exercise the conversion right, to convert this the Holder must surrender the 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 of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15March 1, 2006, 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 Business Day immediately preceding the corresponding Redemption Date, 2007 to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) is called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 63.84 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from between the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), also shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date by the Company on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption on by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date within for such periodSecurity is on such Interest Payment Date or otherwise), no payment or adjustment is need not pay the Company an amount equal to be made on conversion the interest in the principal amount of such Security so converted at the time such Holder surrenders such Security for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Debenture is entitled, at his option, at any time on or before the close of business on the Business Day immediately preceding November 15April 1, 20062007, or in case this Security Debenture or a some portion hereof is shall have been called for redemptionredemption prior to such date, then in respect of this Security Debenture or such portion hereof until and including, but (unless the Company defaults shall default in making the payment due upon redemptionthe redemption thereof) not after, the close of business on the Business Day immediately preceding the corresponding Redemption Dateredemption date, to convert this Security Debenture (or in case this Debenture is of a denomination in excess of $1,000, any portion of the principal amount hereof which is $1,000 1.00 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable nonassessable shares of Common Stock common stock, par value $0.10 per share ("Shares"), of the Company (in at the form initial conversion price of a Domestic Share Certificate $_____ per Share, subject to such adjustment or a Foreign Share Certificateadjustments, if any, of such conversion price and the securities or other property issuable upon conversion, as applicable) at a conversion price equal to $66 aggregate principal amount of Securities for each share of Common Stock (or at may be required by the current adjusted conversion price if an adjustment has been made as provided in Article XIII provisions of the Indenture) by , upon surrender of this SecurityDebenture, duly endorsed or assigned to the Company or in blank, to the Company at its the office or agency of the Conversion Agent, with the Conversion Notice set forth below, or accompanied by a separate written notice substantially in the Borough form of Manhattansuch Conversion Notice, The City of New York or to duly executed by the Corporate Trust Agency accompanied by written notice to the Company Holder and stating that the Holder hereof elects to convert this SecurityDebenture, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, all in case such surrender shall be made during accordance with the period from provisions of the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), 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 convertedIndenture. Subject to the aforesaid requirement for payment of interest and, Except as otherwise provided in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period)Indenture, no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends issued on the Common Stock securities issued on conversion. No fractions of shares or scrip representing fractions of shares fractional Shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security Securities is entitled, at his such Holder's option, at any time on or before the close of business on the Business Day immediately preceding November 15February 8, 2006, 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 Business Day immediately preceding the corresponding Redemption Date2007, to convert this Security the Holder's Securities (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, thereof or of such portion, into duly authorized, fully paid and non-assessable nonassessable shares of Common Stock of the Company (at the Conversion Price in effect at the form time of conversion. In the case of a Domestic Share Certificate Security (or a Foreign Share Certificateportion thereof) called for redemption, as applicablesuch conversion right in respect of the Security (or such portion thereof) so called, shall expire at the close of business on the second Business Day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion price right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. The Conversion Price shall be initially equal to $66 aggregate principal amount of Securities for each 76.71 per share of Common Stock (or at the current Stock. The Conversion Price shall be adjusted conversion price if an adjustment has been made under certain circumstances as provided in Article XIII of the Indenture. To exercise the conversion right, the Holder must surrender the Security (or portion thereof) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to at the Company at its office or agency in of the Borough of ManhattanConversion Agent, The City of New York or to the Corporate Trust Agency accompanied by written a duly signed conversion 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 Company. Any Security surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (unless this other than any Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and whose Maturity is prior to such Interest Payment Date), shall also be accompanied by payment in New York Clearing House funds or other 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 the Securities being converted. Subject to the aforesaid requirement surrendered for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding 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 instalment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 fractional shares of shares or scrip representing fractions of shares Common Stock will be issued on conversion, but instead upon conversion of any Securities. Instead of any fractional interest share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, 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 transaction by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (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). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Subject to and upon. compliance with the provisions of the Indenture, the Holder of this Security is entitled, at his his, her or its option, at any time on or after 9:00 a.m. New York City time on March 5, 1997 and before the close of business on the Business Day immediately next preceding November 15, 2006the Stated Maturity of principal, 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 Business Day immediately next preceding the corresponding 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 1/100th of a share) of Common Stock of the Company (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at a conversion price equal to the lower of (i) $66 aggregate principal amount 9.50 per share of Securities for each such Common Stock and (ii) the weighted average price per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be less than $8.25 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in Article XIII of 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 maintained for that purpose pursuant to Section 4.02 of the Borough of ManhattanIndenture, The City of New York or to the Corporate Trust Agency accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable 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 regular record date next preceding any Interest Payment Date to the opening close of business on the corresponding such Interest Payment Date (unless this Security or the portion hereof thereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Dateperiod), also accompanied by payment in New York Clearing House funds, or other 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 of interest and, in the case of a conversion after the close of business on regular record date next preceding any Regular Record Interest Payment Date and on or before the corresponding such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date regular record date to receive an instalment installment of interest (even if with certain exceptions provided in the Security has been called for redemption on a Redemption Date within such periodIndenture), no payment or adjustment is to be made upon conversion on conversion for account of any interest accrued hereon or for on account of any dividends on the Common Stock issued on upon conversion. No fractions of fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest share the Company shall pay a cash adjustment as provided in Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture provides that in case of certain reclassifications, consolidations, mergers, sales consolidations or transfers of assets or other transactions pursuant mergers to which the Common Stock Company is converted into a party or the right to receive other securities, cash sale or other propertytransfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this thatthis 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 transaction consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted was convertible immediately prior to such transaction consolidation, merger, sale 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 nonelecting shares). Because the Company's vessels operate in the United States coastwise trade, the Shipping Act, 1916, as amended, requires that not more than twenty five percent (25%) of the Company's capital stock be owned or controlled by "Foreigners," as defined in the Indenture. The Holder of this Security is entitled to receive, upon conversion, a Domestic Share Certificate only if the shares of Common Stock represented by the Domestic Share Certificate are not to be held by or for the account of a Foreigner. Otherwise, the Holder of this Security is entitled to receive, upon conversion, only a Foreign Share Certificate. If the holder of a Domestic Share Certificate is a Foreigner, or holds shares for the account of a Foreigner, such certificate must be exchanged immediately for a Foreign Share Certificate, subject to the limitations set forth below. If the holder of a Foreign Share Certificate is a U.S. citizen, or should shares of Common Stock which are represented by a Foreign Share Certificate be sold or transferred to a U.S. citizen, such holder or transferee may exchange his or its certificate for a Domestic Share Certificate. The Company's Certificate of Incorporation contains provisions limiting the aggregate percentage ownership by Foreigners of any class of the Company's capital stock (including the Common Stock) to twenty-two and one-half percent (22.5%) of the outstanding shares of such class (the "Permitted Percentage") to ensure that such Foreign ownership will not exceed the maximum percentage permitted by applicable law, and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to twenty-four percent (24%). Any purported transfer to Foreigners of shares of Common Stock or of an interest in shares of Common Stock of the Company represented by a Domestic Share Certificate which increases the aggregate ownership by Foreigners above the then Permitted Percentage (the "Excess Shares") will be ineffective as against the Company for all purposes (including for purposes of voting and dividends), and such transfer shall not be recognized or recorded on the books of the Company, except that a subsequent transfer of such Excess Shares to a U.S. citizen would be recognized by the Company as valid and recorded as such. The Holder of this Security will not be entitled to convert this Security, or a portion hereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in the good faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. If the Permitted Percentage is exceeded, the Company is authorized pursuant to the Certificate of Incorporation to temporarily withhold dividends and other distributions on the Excess Shares, pending the transfer of such shares to a U.S. citizen or a reduction in the aggregate percentage of shares owned by Foreigners to or below the Permitted Percentage, and to deny voting rights with respect to the Excess Shares. In addition, the Company is authorized, in its discretion, to redeem (upon written notice) the Excess Shares in order to reduce the aggregate Foreign ownership thereof to the Permitted Percentage. The Foreign-owned shares to be redeemed would be selected solely by reference to the date or dates on which such shares were acquired, starting with the most recently acquired shares and including, in reverse chronological order, all other acquisitions of shares by Foreigners from and after the acquisition which first caused the Permitted Percentage to be exceeded; provided that if more than one such acquisition by Foreigners is made on a particular day which results in the Permitted Percentage being exceeded, the selection of shares to be redeemed would be made on a pro rata basis in proportion to the respective number of shares acquired by each such Foreign acquiror on such date. The Company will furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the Company or to the Security Registrar. The Securities are subject to redemption upon not less than 30 days or more than 60 days, notice by mail, at any time on or after November 24, 1999, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning on November 24 of the years indicated, Year Percentage Year Percentage ---- ---------- ---- ---------- 1999 103.58% 2002 101.79% 2000 102.99% 2003 101.19% 2001 102.39% 2004 100.60% ; and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to (but not including) 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. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. The Securities do not have the benefit of any sinking fund. In the event of redemption, conversion or repurchase of this Security in part only, a new Security or Securities for the unredeemed, unconverted or unrepurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.