S-3

As filed with the Securities Exchange Commission on December 29, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EAGLE BULK SHIPPING INC.
*And the additional registrants listed on the Table of Additional Registrants

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands			4412			98-0453513
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)
Eagle Bulk Shipping Inc. 477 Madison Avenue New York, New York 10022 (212) 785-2500						Alan S. Ginsberg Chief Financial Officer Eagle Bulk Shipping Inc. 477 Madison Avenue New York, New York 10022 (212) 785-2500
(Address and telephone number of Registrant’s principal executive offices)						(Name, address and telephone number of agent for service)
			Copies to:
Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 (telephone number) (212) 480-8421 (facsimile number)						Stacy J. Kanter, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 (telephone number) (917) 777-2000 (facsimile number)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

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

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

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Amount to be Registered(1)(4)

Proposed Maximum Aggregate Price Per Unit(2)

Proposed Maximum Aggregate Offering Price(1)

Amount of Registration Fee

Primary Offering

Common Shares, par value $0.01 per share(3)

Preferred Shares, par value $0.01 per share(3)

Debt Securities(3)(4)

Guarantees(5)

Warrants(6)

Purchase Contracts(7)

Units(8)

Primary Offering Total

$220,500,000

$0(9)

Secondary Offering

Common Shares, par value $0.01 per share to be offered by a certain selling shareholder

7,425,000

$17.095(9)(10)

$126,930,375(10)

$13,582(10)

Total

$347,430,375

$13,582

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed as part of this Registration Statement is a combined prospectus that includes $220,500,000 of the Registrant’s securities previously registered on a Registration Statement on Form S-3 (File No. 333-137003).

(1)	Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $220,500,000.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by Eagle Bulk Shipping Inc. pursuant to this registration statement exceed $220,500,000.

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

(4)	If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $220,500,000.

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

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

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

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

(9)

The $347,430,375 of securities being registered hereby includes $220,500,000 of securities originally registered by the Registrant pursuant to a Registration Statement on Form S-3 (File No. 333-137003) and included herein pursuant to Rule 429 of the Securities Act of 1933, for which the filing fee was previously paid. Accordingly, the filing fee paid herewith relates to $126,930,375 of securities.

(10)	Pursuant to Rule 457(c), the offering price and registration fee are computed on the average of the high and low prices for the common shares on the Nasdaq Global Select Market on December 21, 2006 (i.e. as of a date within five business days prior to filing).

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

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrants*			State or Other Jurisdiction of Incorporation or Organization			Primary Standard Industrial Classification Code No.			IRS Employee Identification Number
Cardinal Shipping LLC			Marshall Islands			4412			98-0453520
Condor Shipping LLC			Marshall Islands			4412			98-0450454
Eagle Bulk (Delaware) LLC**			United States (Delaware)
Eagle Shipping International (USA) LLC			Marshall Islands			4412			98-0450528
Falcon Shipping LLC			Marshall Islands			4412			98-0450453
Golden Eagle Shipping LLC			Marshall Islands			4412			98-0513249
Griffon Shipping LLC			Marshall Islands			4412			98-0453521
Harrier Shipping LLC			Marshall Islands			4412			98-0450451
Hawk Shipping LLC			Marshall Islands			4412			98-0450449
Heron Shipping LLC			Marshall Islands			4412			66-0665177
Imperial Eagle Shipping LLC			Marshall Islands			4412			98-0513252
Jaeger Shipping LLC			Marshall Islands			4412			98-0499622
Kestrel Shipping LLC			Marshall Islands			4412			98-0499623
Kite Shipping LLC			Marshall Islands			4412			98-0450447
Kittiwake Shipping LLC			Marshall Islands			4412			98-0499630
Merlin Shipping LLC			Marshall Islands			4412			66-0665179
Oriole Shipping LLC			Marshall Islands			4412			98-0499628
Osprey Shipping LLC			Marshall Islands			4412			98-0450446
Peregrine Shipping LLC			Marshall Islands			4412			98-0453519
Robin Shipping LLC			Marshall Islands			4412			98-0499625
Shikra Shipping LLC			Marshall Islands			4412			98-0453523
Sparrow Shipping LLC			Marshall Islands			4412			98-0450436
Tern Shipping LLC			Marshall Islands			4412			98-0499632

*	The agent for service for each of the Additional Registrants is:

		Alan S. Ginsberg Chief Financial Officer Eagle Bulk Shipping Inc. 477 Madison Avenue New York, New York 10022 (212) 785-2500

		The address and telephone number for each of the Additional Registrants is:

		C/o Eagle Bulk Shipping Inc. 477 Madison Avenue New York, New York 10022 (212) 785-2500

**	Under the U.S. Internal Revenue Service default rules, Eagle Bulk (Delaware) LLC as a single member domestic limited liability company is an automatic ‘‘disregard.’’ As such, neither a tax identification number nor any entity election classification needs to be obtained/filed with the U.S. Internal Revenue Service for it.

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.

Subject to completion dated December 29, 2006

$220,500,000

and

7,425,000 of our Common Shares
Offered by a Selling Shareholder

Eagle Bulk Shipping Inc.

Through this prospectus, we may periodically offer:

(1) our common shares,

(2) our preferred shares,

(3) our debt securities, which may be guaranteed by one or more of our subsidiaries,

(4) our warrants,

(5) our purchase contracts, and

(6) our units.

In addition, the selling shareholder named in the section ‘‘Selling Shareholder’’ may sell in one or more offerings pursuant to this registration statement up to 7,425,000 of our common shares that were previously acquired in a private transaction. We will not receive any of the proceeds from the sale of our common shares by the selling shareholder.

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

Our common shares are currently listed on the Nasdaq Global Select Market under the symbol ‘‘EGLE.’’

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

An investment in these securities involves risks. See the sections entitled ‘‘Risk Factors’’ beginning on page 4 and page 21 of our Form 10-K for the period ended December 31, 2005.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is         , 2007.

TABLE OF CONTENTS

			Page
Prospectus Summary					1
Risk Factors					4
Use of Proceeds					4
Forward Looking Statements					4
Ratio of Earnings To Fixed Charges					5
Selling Shareholder					6
Plan of Distribution					7
Description of Capital Stock					9
Description of Preferred Shares					9
Description of Warrants					9
Description of Debt Securities					10
General					10
Senior Debt					12
Subordinated Debt					12
Covenants					12
Modification of the Indentures					13
Events of Default					13
Defeasance and Discharge					14
Defeasance of Certain Covenants					14
Subsidiary Guarantees					15
Global Securities					15
Description of Purchase Contracts					18
Description of Units					18
Tax Considerations					19
Experts					27
Legal Matters					27
Where You Can Find Additional Information					27
Incorporation of Certain Documents By Reference					27
Disclosure of Commission Position On Indemnification For Securities Act Liabilities					29

Unless otherwise indicated, all dollar references in this prospectus are to U.S. dollars and financial information presented in this prospectus that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles generally accepted in the United States.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or Commission, using a shelf registration process. Under the shelf registration process, we may sell the common shares, preferred shares, debt securities, warrants, purchase contracts and units described in this prospectus in one or more offerings up to a total dollar amount of $220,500,000. In addition, a selling shareholder may sell in one or more offerings pursuant to this registration statement up to 7,425,000 of our common shares that were previously acquired in a private transaction. This prospectus provides you with a general description of the securities we or a selling shareholder may offer. Each time we or the selling shareholder offers securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the offered

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securities. The prospectus supplement may also add, update or change the information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement, together with the additional information described below.

This prospectus does not contain all the information provided in the registration statement that we filed with the Commission. For further information about us or the securities offered hereby, you should refer to that registration statement, which you can obtain from the Commission as described below under ‘‘Where You Can Find Additional Information.’’

In this prospectus, all references to ‘‘we,’’ ‘‘our,’’ ‘‘us’’ and the ‘‘Company’’ shall refer to Eagle Bulk Shipping Inc. and, unless the context requires otherwise, its consolidated subsidiaries.

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PROSPECTUS SUMMARY

This section summarizes some of the information that is contained later in this prospectus or in other documents incorporated by reference into this prospectus. As an investor or prospective investor, you should review carefully the risk factors and the more detailed information that appears later in this prospectus or is contained in any supplements to this prospectus or in the documents that we incorporate by reference into this prospectus.

Our Company

Eagle Bulk Shipping Inc., or the Company, is incorporated under the laws of the Republic of the Marshall Islands and headquartered in New York, New York. We are engaged primarily in the ocean transportation of a broad range of major and minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes. As of December 29, 2006, we owned and operated a modern fleet of 16 oceangoing vessels with a combined carrying capacity of 796,663 deadweight tons, or dwt, and an average age of 6.0 years. Additionally, we have entered into two new vessel building contracts for the construction of two ‘‘Future-56’’ class 56,000 dwt Supramax vessels to be delivered in January and February of 2010, respectively.

We are the largest U.S. based owner of Handymax dry bulk vessels. Handymax dry bulk vessels range in size from 35,000 dwt to 60,000 dwt. Twelve of the 16 vessels in our operating fleet are classed as Supramax dry bulk vessels, a class of Handymax dry bulk vessels which range in size from 50,000 dwt to 60,000 dwt. These vessels have the cargo loading and unloading flexibility of on-board cranes while offering cargo carrying capacities approaching that of Panamax dry bulk vessels, which range in size from 60,000 dwt to 100,000 dwt and must rely on port facilities to load and offload their cargoes. We believe that the cargo handling flexibility and cargo carrying capacity of the Supramax class vessels make them attractive to charterers.

We carry out the commercial and strategic management of our fleet through our wholly owned subsidiary, Eagle Shipping International (USA) LLC, a Marshall Islands limited liability company that was formed in January 2005 and maintains its principle executive offices in New York, New York. Each of our vessels is owned by us through a separate wholly owned Marshall Islands limited liability company. We maintain our principal executive offices at 477 Madison Avenue, New York, New York 10022. Our telephone number at that address is (212) 785-2500. Our website address is www.eagleships.com. Information contained on our website does not constitute part of this annual report.

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Our Fleet

The following table presents certain information concerning our fleet as of December 29, 2006.

Vessel

Delivered to Charterer

Time Charter Expiration(1)

Daily Time Charter Hire Rate

Cardinal

April 19, 2005

March 2007 to June 2007

$

26,500

Condor(2)

April 30, 2005

November 2006 to March 2007

$

24,000

Falcon

April 22, 2005

February 2008 to June 2008

$

20,950

Griffon(3)

February 17, 2006

January 2007 to March 2007

$

13,550

Harrier(4)

April 21, 2005

June 2007

$

23,750

Hawk I(5)

April 28, 2005

April 2007

$

23,750

Heron

December 11, 2005

December 2007 to February 2008

$

24,000

Jaeger(6)

July 7, 2006

April 2007 to June 2007

$

18,550

Kestrel I(7)

July 1, 2006

December 2007 to April 2008

$

18,750

Kite(8)

April 17, 2006

March 2007 to June 2007

$

14,750

Merlin

October 26, 2005

October 2007 to December 2007

$

24,000

Osprey I(9)

September 1, 2005

May 2008 to September 2008

$

21,000

Peregrine

December 16, 2006

December 2008 to February 2009

$

20,500

Shikra

September 10, 2006

September 2007 to December 2007

$

14,800

Sparrow(10)

July 20, 2005

November 2006 to February 2007

$

22,500

Tern(11)

July 3, 2006

December 2007 to April 2008

$

19,000

(1)	The date range provided represents the earliest and latest date on which the charterer may redeliver the vessel to the Company upon the termination of the charter.

(2)	Upon completion of the current charter the CONDOR will enter a new time charter at $20,500 per day for 26 to 29 months.

(3)	Upon completion of the current charter the GRIFFON will enter a new time charter at $20,075 per day for 24 to 26 months.

(4)	The charter for the HARRIER has been renewed at $24,000 per day commencing in June 2007 for 24 to 27 months.

(5)	The charter for the HAWK I has been renewed at $22,000 per day commencing in April 2007 for 24 to 26 months.

(6)	Upon completion of the current charter, the JAEGER commences a new time charter with a rate of $27,500 per day for 12-14 months. The charter rate may reset at the beginning of each month based on the average time charter rate for the Baltic Supramax Index, but in no case less than $22,500 per day.

(7)	The charterer of the KESTREL I has an option to extend the charter period by 11 to 13 months at a daily time charter rate of $20,000 per day.

(8)	Upon conclusion of the current charter, the KITE commences a new time charter at $21,000 per day for 26 to 29 months.

(9)	The charterer of the OSPREY I has an option to extend the charter period by up to 26 months at a daily time charter rate of $25,000.

(10)	Upon completion of the current charter the SPARROW will enter a new time charter at a base rate of $24,000 per day for 11 to 13 months with a profit share of 30% of up to the first $3,000 per day over the base rate.

(11)	The charterer of the TERN has an option to extend the charter period by 11 to 13 months at a daily time charter rate of $20,500 per day.

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The Securities

We may use this prospectus to offer up to $220,500,000 of:

	•	our common shares;

	•	our preferred shares;

	•	our debt securities, which may be guaranteed by one or more of our subsidiaries;

	•	our warrants;

	•	our purchase contracts; and

	•	our units.

We may also offer securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above.

In addition, a selling shareholder may sell in one or more offerings pursuant to this registration statement up to 7,425,000 of our common shares that were previously acquired in private transactions. We will not receive any of the proceeds from the sale of our common shares sold by the selling shareholder.

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

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RISK FACTORS

We have identified a number of risk factors which you should consider before buying our common shares or our other securities. These risk factors are incorporated by reference into this registration statement from the Company’s Form 10-K filed on March 16, 2006. Please see ‘‘Incorporation of Certain Documents by Reference.’’ In addition, you should also consider carefully the risks set forth under the heading ‘‘Risk Factors’’ in a prospectus supplement that will describe the specific amounts, prices and terms of the offered securities before investing in any of the securities offered by this prospectus. The occurrence of one or more of those risk factors could adversely impact our results of operations or financial condition.

USE OF PROCEEDS

Unless we specify otherwise in any prospectus supplement, we intend to use the net proceeds from the sale of securities offered by this prospectus to make vessel acquisitions and for capital expenditures, repayment of indebtedness, working capital, and general corporate purposes. We will not receive any of the proceeds from the sale of our common shares by the selling shareholder.

FORWARD LOOKING STATEMENTS

Matters discussed in this prospectus may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this prospectus are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charterhire rates and vessel values, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydocking, changes in our vessel operating expenses, including dry-docking and insurance costs, or actions taken by regulatory authorities, ability of our counterparties to perform their obligations under sales agreements and charter contracts on a timely basis, potential liability from future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.

Risks and uncertainties are further described in reports filed by us with the Commission.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

Period

Period from January 26, 2005 (inception) to December 31, 2005

Nine Months ended September 30, 2006

Ratio of earnings to fixed charges

1.9

5.0

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SELLING SHAREHOLDER

			Shares Beneficially Owned(1)												Number of Shares That Will Be Offered						Number of Common Shares Beneficially Owned Following the Offering						Percentage of Common Shares to be Beneficially Owned After Completion of the Offering
Name			Number						Percentage
Eagle Ventures LLC(2)(3)					7,425,000						20.68	%					7,425,000						0						0
Kelso Investment Associates VII, L.P.(2)(4)					5,737,797						15.98	%					5,737,797						0						0
KEP VI, LLC(2)(4)					5,737,797						15.98	%					5,737,797						0						0
Frank T. Nickell(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0
Thomas R. Wall, IV(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0
George E. Matelich(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0
Michael B. Goldberg(2)(4)(5)(6)					5,737,797						15.98	%					5,737,797						0						0
David I. Wahrhaftig(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0
Frank K. Bynum, Jr.(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0
Philip E. Berney(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0
Frank J. Loverro(2)(4)(5)(6)					5,737,797						15.98	%					5,737,797						0						0
James J. Connors, II(2)(4)(5)					5,737,797						15.98	%					5,737,797						0						0

(1)	Numbers and percentages for Eagle Ventures LLC, Kelso Investment Associates VII, L.P., a Delaware limited partnership, or KIA VII, KEP VI, LLC, a Delaware Limited Liability Company, or KEP VI, and Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Connors are reflective of beneficial ownership of Eagle Ventures LLC common interests.

(2)	The business address for these persons is c/o Kelso & Company, L.P., 320 Park Avenue, 24th Floor, New York, NY 10022.

(3)

The members of Eagle Ventures LLC include KIA VII, KEP VI, Sophocles Zoullas, Alan Ginsberg and David Hiley. Members of Eagle Ventures LLC will receive a distribution from the net proceeds received by Eagle Ventures LLC from any offering of common shares for sale by Eagle Ventures LLC pursuant to the registration statement of which this prospectus forms a part in accordance with the Fifth Amended and Restated Limited Liability Company Agreement of Eagle Ventures LLC. The distributions that would be received by our named executive officers, Sophocles Zoullas and Alan Ginsberg, in respect of vested profits interests and in respect of their common ownership interests in Eagle Ventures LLC, will be described in a supplement to this prospectus.

(4)

Includes common shares held by: (i) KIA VII, and (ii) KEP VI. KIA VII and KEP VI may be deemed to share beneficial ownership of common shares owned of record by Eagle Ventures LLC, by virtue of their ownership interests in Eagle Ventures LLC. KIA VII and KEP VI, due to their common control, could be deemed to beneficially own each of the other’s shares. Shares and percentages indicated represent the upper limit of the expected ownership of our equity securities by these persons and entities and are based on a share price of $17.43, the closing price of our common shares on December 28, 2006. Each of KIA VII and KEP VI disclaim such beneficial ownership.

(5)

Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Connors may be deemed to share beneficial ownership of common shares owned of record by Eagle Ventures LLC, by virtue of their status as managing members of KEP VI and of Kelso GP VII, LLC, a Delaware limited liability company, the principal business of which is serving as the general partner of Kelso GP VII, L.P., a Delaware limited partnership, the principal business of which is serving as the general partner of KIA VII. Each of Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Connors share investment and voting power with respect to the ownership interests owned by KIA VII and KEP VI but disclaim beneficial ownership of such interests.

(6)	Member of our board of directors.

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PLAN OF DISTRIBUTION

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

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

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

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

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

In addition, we or the selling shareholder may enter into option or other types of transactions that require us or them to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus. We may enter into hedging transactions with respect to our securities. For example, we may:

	•	enter into transactions involving short sales of the common shares by broker-dealers;

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

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

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

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

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

We may indemnify underwriters, agents and dealers, as applicable, against liabilities relating to offerings of securities, including liabilities under the Securities Act, or we may agree to contribute to payments that the underwriters, dealers or agents may be required to make relating to these liabilities.

At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the

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initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from us and any discounts, commissions or concessions allowed or reallowed or paid to dealers.

Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an ‘‘at the market’’ offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the Nasdaq Global Select Market, the existing trading market for our common shares, or sales made to or through a market maker other than on an exchange.

We will bear costs relating to all of the securities being registered under the registration statement of which this prospectus forms a part.

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

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DESCRIPTION OF CAPITAL STOCK

Our description of capital stock can be found under the heading ‘‘Description of Capital Stock’’ in our registration statement on Form 8-A, (File No. 000-51366) as amended, filed with the Commission on June 20, 2005.

DESCRIPTION OF PREFERRED SHARES

The material terms of any series of preferred shares that we offer through a prospectus supplement, as well as any material United States federal income tax considerations, will be described in that prospectus supplement.

Subject to shareholder approval, our board of directors has the authority to issue preferred shares in one or more series and to determine the rights, preferences and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number of shares constituting any series. The issuance of preferred shares may have the effect of delaying, deferring or preventing a change in control of us without further action by the shareholders. The issuance of preferred shares with voting and conversion rights may adversely affect the voting power of the holders of common shares.

DESCRIPTION OF WARRANTS

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

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

	•	the title of such warrants;

	•	the aggregate number of such warrants;

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

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

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

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

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

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

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

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

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

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

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DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time in one or more series, under one or more indentures, each dated as of a date on or prior to the issuance of the debt securities to which it relates. We may issue senior debt securities and subordinated debt securities pursuant to separate indentures, a senior indenture and a subordinated indenture, respectively, in each case between us and the trustee named in the indenture. These indentures will be filed either as exhibits to an amendment to the registration statement of which this prospectus forms a part or a prospectus supplement, or as an exhibit to a Securities Exchange Act of 1934, as amended, or Exchange Act, report that will be incorporated by reference to the registration statement of which this prospectus forms a part or a prospectus supplement. We will refer to any or all of these reports as ‘‘subsequent filings.’’ The senior indenture and the subordinated indenture, as amended or supplemented from time to time, are sometimes referred to individually as an ‘‘indenture’’ and collectively as the ‘‘indentures.’’ Each indenture will be subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under each indenture will be unlimited and each indenture will contain the specific terms of any series of debt securities or provide that those terms must be set forth in or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series.

Certain of our subsidiaries may guarantee the debt securities we offer. Those guarantees may or may not be secured by liens, mortgages, and security interests in the assets of those subsidiaries. The terms and conditions of any such subsidiary guarantees, and a description of any such liens, mortgages or security interests, will be set forth in the prospectus supplement that will accompany this prospectus.

Our statements below relating to the debt securities and the indentures are summaries of their anticipated provisions, are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the applicable indenture and any applicable U.S. federal income tax consideration as well as any applicable modifications of or additions to the general terms described below in the applicable prospectus supplement or supplemental indenture.

General

Neither indenture limits the amount of debt securities which may be issued, and each indenture provides that debt securities may be issued up to the aggregate principal amount from time to time. The debt securities may be issued in one or more series. The senior debt securities will be unsecured and will rank on a parity with all of our other unsecured and unsubordinated indebtedness. Each series of subordinated debt securities will be unsecured and subordinated to all present and future senior indebtedness of debt securities will be described in an accompanying prospectus supplement.

You should read the subsequent filings relating to the particular series of debt securities for the following terms of the offered debt securities:

	•	the designation, aggregate principal amount and authorized denominations;

	•	the issue price, expressed as a percentage of the aggregate principal amount;

	•	the maturity date;

	•	the interest rate per annum, if any;

	•	if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates;

	•	any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;

	•	the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;

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	•	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;

	•	if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;

	•	any events of default not set forth in this prospectus;

	•	the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;

	•	if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;

	•	whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made;

	•	if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;

	•	if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;

	•	any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;

	•	whether the offered debt securities will be issued in the form of global securities or certificates in registered or bearer form;

	•	any terms with respect to subordination;

	•	any listing on any securities exchange or quotation system;

	•	additional provisions, if any, related to defeasance and discharge of the offered debt securities;

	•	the applicability of any guarantees;

	•	amount of discount or premium, if any, with which such securities will be issued;

	•	if applicable, a discussion of any material United States federal income tax considerations; and

	•	additional terms not inconsistent with the terms of the indenture.

Unless otherwise indicated in subsequent filings with the Commission relating to the indenture, principal, premium and interest will be payable and the debt securities will be transferable at the corporate trust office of the applicable trustee. Unless other arrangements are made or set forth in subsequent filings or a supplemental indenture, principal, premium and interest will be paid by checks mailed to the holders at their registered addresses.

Unless otherwise indicated in subsequent filings with the Commission, the debt securities will be issued only in fully registered form without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with these debt securities.

Some or all of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate which at the time of issuance is below market rates, to be sold at a substantial

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discount below the stated principal amount. United States federal income consequences and other special considerations applicable to any discounted securities will be described in subsequent filings with the Commission relating to those securities.

We refer you to applicable subsequent filings with respect to any deletions or additions or modifications from the description contained in this prospectus.

Senior Debt

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

Subordinated Debt

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

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

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

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

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

Senior debt means:

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

	•	all capitalized lease obligations;

	•	all hedging obligations;

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

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

but senior debt does not include:

	•	subordinated debt securities; and

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

Covenants

Any series of offered debt securities may have covenants in addition to or differing from those included in the applicable indenture which will be described in subsequent filings prepared in connection with the offering of such securities, limiting or restricting, among other things:

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	•	the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;

	•	the ability to make certain payments, dividends, redemptions or repurchases;

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

	•	our ability to make investments;

	•	mergers and consolidations by us or our subsidiaries;

	•	sales of assets by us;

	•	our ability to enter into transactions with affiliates;

	•	our ability to incur liens; and

	•	sale and leaseback transactions.

Modification of the Indentures

Each indenture and the rights of the respective holders may be modified by us only with the consent of holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series under the respective indenture affected by the modification, taken together as a class. But no modification that:

	(1)	changes the amount of securities whose holders must consent to an amendment, supplement or waiver;

	(2)	reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;

	(3)	reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;

	(4)	waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);

	(5)	makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;

	(6)	makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or

	(7)	waives a redemption payment with respect to any security or change any of the provisions with respect to the redemption of any securities will be effective against any holder without his consent. In addition, other terms as specified in subsequent filings may be modified without the consent of the holders.

Events of Default

Each indenture defines an event of default for the debt securities of any series as being any one of the following events:

	•	default in any payment of interest when due which continues for 30 days;

	•	default in any payment of principal or premium when due;

	•	default in the deposit of any sinking fund payment when due;

	•	default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;

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	•	default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and

	•	events of bankruptcy, insolvency or reorganization.

An event of default of one series of debt securities does not necessarily constitute an event of default with respect to any other series of debt securities.

There may be such other or different events of default as described in an applicable subsequent filing with respect to any class or series of offered debt securities.

In case an event of default occurs and continues for the debt securities of any series, the applicable trustee or the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding of that series may declare the principal and accrued but unpaid interest of the debt securities of that series to be due and payable. Any event of default for the debt securities of any series which has been cured may be waived by the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding.

Each indenture requires us to file annually after debt securities are issued under that indenture with the applicable trustee a written statement signed by two of our officers as to the absence of material defaults under the terms of that indenture. Each indenture provides that the applicable trustee may withhold notice to the holders of any default if it considers it in the interest of the holders to do so, except notice of a default in payment of principal, premium or interest.

Subject to the duties of the trustee in case an event of default occurs and continues, each indenture provides that the trustee is under no obligation to exercise any of its rights or powers under that indenture at the request, order or direction of holders unless the holders have offered to the trustee reasonable indemnity. Subject to these provisions for indemnification and the rights of the trustee, each indenture provides that the holders of a majority in principal amount of the debt securities of any series then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee as long as the exercise of that right does not conflict with any law or the indenture.

Defeasance and Discharge

The terms of each indenture provide us with the option to be discharged from any and all obligations in respect of the debt securities issued thereunder upon the deposit with the trustee, in trust, of money or U.S. government obligations, or both, which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to pay any installment of principal, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of the payments in accordance with the terms of the debt securities and the indenture governing the debt securities. This right may only be exercised if, among other things, we have received from, or there has been published by, the U.S. Internal Revenue Service (the ‘‘IRS’’) a ruling to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders. This discharge would not apply to our obligations to register the transfer or exchange of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and hold moneys for payment in trust.

Defeasance of Certain Covenants

The terms of the debt securities provide us with the right to omit complying with specified covenants and that specified events of default described in a subsequent filing will not apply. In order to exercise this right, we will be required to deposit with the trustee money or U.S. government

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obligations, or both, which through the payment of interest and principal will provide money in an amount sufficient to pay principal, premium, if any, and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of such payments in accordance with the terms of the debt securities and the indenture governing such debt securities. We will also be required to deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the IRS a ruling to the effect that the deposit and related covenant defeasance will not cause the holders of such series to recognize income, gain or loss for federal income tax purposes.

A subsequent filing may further describe the provisions, if any, of any particular series of offered debt securities permitting a discharge defeasance.

Subsidiary Guarantees

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

Global Securities

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

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

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

So long as the depository for a global security, or its nominee, is the registered owner of that global security, the depository or its nominee, as the case may be, will be considered the sole owner or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC’S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT WE BELIEVE TO BE RELIABLE, BUT WE TAKE NO RESPONSIBILITY FOR ITS ACCURACY.

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DESCRIPTION OF PURCHASE CONTRACTS

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

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

	•	currencies; or

	•	commodities.

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

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

DESCRIPTION OF UNITS

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

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

	•	a description of the terms of any unit agreement governing the units; and a description of the provisions for the payment, settlement, transfer or exchange or the units; and

	•	if applicable, a discussion of any material United States federal income tax considerations.

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TAX CONSIDERATIONS

The following is a discussion of the material Marshall Islands and United States federal income tax considerations relevant to an investment decision by a United States Holder and a Non-United States Holder, each as defined below, with respect to the common shares. This discussion does not purport to deal with the tax consequences of owning the common shares to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities, dealers in securities or currencies, persons who own 10% or more of our common shares and investors whose functional currency is not the United States dollar) may be subject to special rules. This discussion deals only with holders who purchase common shares and own the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under United States federal, state, local or foreign law of the ownership of our common shares.

Marshall Islands Tax Considerations

In the opinion of Seward & Kissel LLP, the following are the material Marshall Islands tax consequences of our activities to us and shareholders of our common shares. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us of our activities and to United States Holders and to Non-United States Holders of our common shares. The following discussion of United States federal income tax matters is based on the Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, all of which are subject to change, possibly with retroactive effect. In addition, the discussion below is based, in part, on the description of our business as described in ‘‘Business’’ in our report on Form 10-K filed on March 15, 2006 and assumes that we conduct our business as described in that section.

We have made, or will make, special United States federal income tax elections in respect of each of our ship owning or operating subsidiaries that is potentially subject to tax as a result of deriving income attributable to the transportation of cargoes to or from the United States. The effect of the special U.S. tax elections is to ignore or disregard the subsidiaries for which elections have been made as separate taxable entities and to treat them as part of their parent, the ‘‘Company.’’ Therefore, for purposes of the following discussion, the Company, and not the subsidiaries subject to this special election, will be treated as the owner and operator of the vessels and as receiving the income therefrom.

United States Federal Income Taxation of Our Company

Taxation of Operating Income: In General

The Company currently earns, and we anticipate that the Company will continue to earn, substantially all its income from the hiring or leasing of vessels for use on a time or voyage charter basis or from the performance of services directly related to those uses, all of which we refer to as ‘‘shipping income.’’

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Unless exempt from United States federal income taxation under the rules of Section 883 of the Code, or Section 883, as discussed below, a foreign corporation such as ourselves will be subject to United States federal income taxation on its ‘‘shipping income’’ that is treated as derived from sources within the United States, to which we refer as ‘‘United States source shipping income.’’ For tax purposes, ‘‘United States source shipping income’’ includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.

Shipping income attributable to transportation exclusively between United States ports is considered to be 100% derived from United States sources. However, the Company is not permitted by United States law to engage in the transportation of cargoes that produces 100% United States source income.

Unless exempt from tax under Section 883, the Company’s gross United States source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from United States Federal Income Taxation

Under Section 883 and the regulations thereunder, a foreign corporation will be exempt from United States federal income taxation on its United States source shipping income if:

	(1)	it is organized in a qualified foreign country, which is one that grants an ‘‘equivalent exemption’’ from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883 and to which we refer as the ‘‘Country of Organization Test’’; and

	(2)	one of the following tests is met:

	(A)	more than 50% of the value of its shares is beneficially owned, directly or indirectly, by qualified shareholders, which as defined includes individuals who are ‘‘residents’’ of a qualified foreign country, to which we refer as the ‘‘50% Ownership Test;’’

	(B)	its shares are ‘‘primarily and regularly traded on an established securities market’’ in a qualified foreign country or in the United States, to which we refer as the ‘‘Publicly-Traded Test’’; or

	(C)	it is a ‘‘controlled foreign corporation’’, or CFC, as described below and satisfies an ownership test, to which, collectively, we refer as the ‘‘CFC Test.’’

The Republic of the Marshall Islands, the jurisdiction where the Company is incorporated, has been officially recognized by the IRS as a qualified foreign country that grants the requisite ‘‘equivalent exemption’’ from tax in respect of each category of shipping income the Company earns and currently expects to earn in the future. Therefore, the Company will be exempt from United States federal income taxation with respect to its United States source shipping income if it satisfies any one of the 50% Ownership Test, the Publicly-Traded Test, or the CFC Test.

Both before and after the issuance of the common shares to which the registration statement of which this prospectus forms a part relates, we believe that we will satisfy the Publicly-Traded Test, as discussed below. The Company does not currently anticipate a circumstance under which it would be able to satisfy the 50% Ownership Test or the CFC Test before or after the issuance of the common shares to which the registration statement of which this prospectus forms a part relates.

Publicly-Traded Test

The regulations under Section 883 provide, in pertinent part, that shares of a foreign corporation will be considered to be ‘‘primarily traded’’ on an established securities market in a country if the number of shares of each class of shares that are traded during any taxable year on all established

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securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Company’s common shares, which will be its sole class of issued and outstanding shares, are ‘‘primarily traded’’ on the Nasdaq Global Select Market.

Under the regulations, the Company’s common shares will be considered to be ‘‘regularly traded’’ on an established securities market if one or more classes of its shares representing more than 50% of our outstanding shares, by both total combined voting power of all classes of shares entitled to vote and total value, are listed on such market, to which we refer as the ‘‘listing threshold.’’ Since all our common shares are listed on the Nasdaq Global Select Market, we believe that we satisfy the listing threshold.

It is further required that with respect to each class of shares relied upon to meet the listing threshold, (i) such class of shares is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year; and (ii) the aggregate number of shares of such class of shares traded on such market during the taxable year is at least 10% of the average number of shares of such class of shares outstanding during such year or as appropriately adjusted in the case of a short taxable year. We believe the Company will satisfy the trading frequency and trading volume tests. Even if this were not the case, the regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with the Company’s common shares, such class of shares is traded on an established market in the United States and such shares are regularly quoted by dealers making a market in such shares.

Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of shares will not be considered to be ‘‘regularly traded’’ on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified share attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of such class of outstanding shares, to which we refer as the ‘‘5 Percent Override Rule.’’

For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of the Company’s common shares, or ‘‘5% Shareholders,’’ the regulations permit the Company to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the Commission, as owning 5% or more of the Company’s common shares. The regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

In the event the 5 Percent Override Rule is triggered, the regulations provide that the 5 Percent Override Rule will nevertheless not apply if the Company can establish that within the group of 5% Shareholders, there are sufficient qualified shareholders for purposes of Section 883 to preclude non-qualified shareholders in such group from owning 50% or more of the Company’s common shares for more than half the number of days during the taxable year, which we refer to as the ‘‘5 Percent Override Exception.’’

After the sale of all of the shares registered on the registration statement of which this prospectus forms a part, Eagle Ventures LLC will own none of the Company’s outstanding common shares. If Eagle Ventures LLC alone or together with other 5% Shareholders were to own 50% or more of the Company’s outstanding common shares on more than half the days of any taxable year, the 5 Percent Override Rule would be triggered. If the 5 Percent Override Rule were triggered, the Company believes that it would have significant difficulty in satisfying the 5 Percent Override Exception and hence would not qualify for the Publicly-Traded Test because United States persons are non-qualified shareholders for purposes of Section 883 and substantially all of the beneficial owners of Eagle Ventures LLC are United States persons.

Taxation In Absence of Section 883 Exemption

If the benefits of Section 883 are unavailable, the Company’s United States source shipping income would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without

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the benefit of deductions, to the extent that such income is not considered to be ‘‘effectively connected’’ with the conduct of a United States trade or business, as described below. Since under the sourcing rules described above, no more than 50% of the Company’s shipping income would be treated as being United States source shipping income, the maximum effective rate of United States federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime. Based on the current operation of our vessels, if we were subject to 4% gross basis tax, our United States federal income tax liability would be approximately $200,000 per year. However, we can give no assurance that the operation of our vessels, which are under the control of third party charterers, will not change such that our United States federal income tax liability would be substantially higher.

To the extent the Company’s United States source shipping income is considered to be ‘‘effectively connected’’ with the conduct of a United States trade or business, as described below, any such ‘‘effectively connected’’ United States source shipping income, net of applicable deductions, would be subject to United States federal income tax, currently imposed at rates of up to 35%. In addition, the Company may be subject to the 30% ‘‘branch profits’’ tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of the Company’s United States trade or business.

The Company’s United States source shipping income would be considered ‘‘effectively connected’’ with the conduct of a United States trade or business only if:

	•	the Company has, or is considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and

	•	substantially all of the Company’s United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

The Company does not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of the Company’s shipping operations and other activities, we believe that none of the Company’s United States source shipping income will be ‘‘effectively connected’’ with the conduct of a United States trade or business.

United States Taxation of Gain on Sale of Vessels

If the Company qualifies for exemption from tax under Section 883 in respect of the shipping income derived from the international operation of its vessels, then gain from the sale of any such vessel should likewise be exempt from tax under Section 883. If, however, the Company’s shipping income from such vessels does not for whatever reason qualify for exemption under Section 883 and assuming that any decision on a vessel sale is made from and attributable to the United States office of the Company, as we believe likely to be the case as the Company is currently structured, then any gain derived from the sale of any such vessel will be treated as derived from United States sources and subject to United States federal income tax as ‘‘effectively connected’’ income (determined under rules different from those discussed above) under the above described net income tax regime.

United States Federal Income Taxation of United States Holders

As used herein, the term ‘‘United States Holder’’ means a beneficial owner of common shares that is an individual United States citizen or resident, a United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor.

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Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by the Company with respect to its common shares to a United States Holder will generally constitute dividends to the extent of the Company’s current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the United States Holder’s tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because the Company is not a United States corporation, United States Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to the Company’s common shares will generally be treated as ‘‘passive income’’ (or, for taxable years beginning after December 31, 2006, ‘‘passive category income’’) for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on the Company’s common shares to a United States Holder who is an individual, trust or estate (a ‘‘United States Non-Corporate Holder’’) will generally be treated as ‘‘qualified dividend income’’ that is taxable to such United States Non-Corporate Holder at preferential tax rates (through 2010) provided that (1) the common shares is readily tradable on an established securities market in the United States (such as the Nasdaq Global Select Market on which the Company’s common shares is traded); (2) the Company is not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we have been, are or will be); (3) the United States Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares becomes ex-dividend; and (4) the United States Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. There is no assurance that any dividends paid on the Company’s common shares will be eligible for these preferential rates in the hands of a United States Non-Corporate Holder, although we believe that they will be so eligible. Legislation has been recently introduced in the U.S. Senate which, if enacted in its present form, would preclude our dividends from qualifying for such preferential rates prospectively from the date of enactment. This legislation has been referred to the Senate Finance Committee and no further action has been taken with respect to it. Any dividends out of earnings and profits the Company pays which are not eligible for these preferential rates will be taxed as ordinary income to a United States Non-Corporate Holder.

Special rules may apply to any ‘‘extraordinary dividend’’—generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder’s adjusted basis in a common share—paid by the Company. If the Company pays an ‘‘extraordinary dividend’’ on its common shares that is treated as ‘‘qualified dividend income,’’ then any loss derived by a United States Non-Corporate Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of Common Shares

Assuming the Company does not constitute a passive foreign investment company for any taxable year, a United States Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of the Company’s common shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder’s tax basis in such shares. Such gain or loss will be treated as long-term capital gain or loss if the United States Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. Long-term capital gains of United States Non-Corporate Holders are eligible for reduced rates of taxation. A United States Holder’s ability to deduct capital losses is subject to certain limitations.

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Passive Foreign Investment Company Status and Significant Tax Consequences

Special United States federal income tax rules apply to a United States Holder that holds shares in a foreign corporation classified as a ‘‘passive foreign investment company’’ for United States federal income tax purposes. In general, the Company will be treated as a passive foreign investment company with respect to a United States Holder if, for any taxable year in which such holder holds the Company’s common shares, either

	•	at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business),

	•	or at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.

Income earned, or deemed earned, by the Company in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute ‘‘passive income’’ unless the Company was treated under specific rules as deriving its rental income in the active conduct of a trade or business.

Based on the Company’s current operations and future projections, we do not believe that the Company has been or is, nor do we expect the Company to become, a passive foreign investment company with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether the Company is a passive foreign investment company, the gross income it derives from its time chartering and voyage chartering activities should constitute services income, rather than rental income. Accordingly, such income should not constitute passive income, and the assets that the Company owns and operates in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether the Company is a passive foreign investment company. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. In addition, we have obtained an opinion from our counsel, Seward & Kissel LLP, that, based upon the Company’s operations as described herein, its income from time charters and voyage charters should not be treated as passive income for purposes of determining whether it is a passive foreign investment company. However, in the absence of any legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the IRS or a court could disagree with our position. In addition, although the Company intends to conduct its affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of its operations will not change in the future.

As discussed more fully below, if the Company were to be treated as a passive foreign investment company for any taxable year, a United States Holder would be subject to different taxation rules depending on whether the United States Holder makes an election to treat the Company as a ‘‘Qualified Electing Fund,’’ which election we refer to as a ‘‘QEF election.’’ As an alternative to making a QEF election, a United States Holder should be able to make a ‘‘mark-to-market’’ election with respect to the Company’s common shares, as discussed below.

Taxation of United States Holders Making a Timely QEF Election

If a United States Holder makes a timely QEF election, which United States Holder we refer to as an ‘‘Electing Holder,’’ the Electing Holder must report for United States federal income tax purposes its pro rata share of the Company’s ordinary earnings and net capital gain, if any, for each taxable year of the Company for which it is a passive foreign investment company that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from the Company by the Electing Holder. No portion of any such inclusions of ordinary earnings will be treated as ‘‘qualified dividend income.’’ Net capital gain inclusions of United States Non-Corporate Holders would be eligible for preferential capital gains tax rates. The Electing

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Holder’s adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that the Company incurs with respect to any year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the Company’s common shares. A United States Holder would make a timely QEF election for shares of the Company by filing one copy of IRS Form 8621 with his United States federal income tax return for the first year in which he held such shares when the Company was a passive foreign investment company. If the Company were to be treated as a passive foreign investment company for any taxable year, the Company would provide each United States Holder with all necessary information in order to make the QEF election described above.

Taxation of United States Holders Making a ‘‘Mark-to-Market’’ Election

Alternatively, if the Company were to be treated as a passive foreign investment company for any taxable year and, as we anticipate, its shares are treated as ‘‘marketable stock,’’ a United States Holder would be allowed to make a ‘‘mark-to-market’’ election with respect to the Company’s common shares, provided the United States Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury regulations. If that election is made, the United States Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder’s adjusted tax basis in the common shares. The United States Holder would also be permitted an ordinary loss in respect of the excess, if any, of the United States Holder’s adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A United States Holder’s tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the Company’s common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the United States Holder. No ordinary income inclusions under this election will be treated as ‘‘qualified dividend income.’’

Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if the Company were to be treated as a passive foreign investment company for any taxable year, a United States Holder who does not make either a QEF election or a ‘‘mark-to-market’’ election for that year, whom we refer to as a ‘‘Non-Electing Holder,’’ would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of the Company’s common shares. Under these special rules:

	•	the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;

	•	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which the Company was a passive foreign investment company, would be taxed as ordinary income and would not be ‘‘qualified dividend income’’; and

	•	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These special rules would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt organization that did not borrow money or otherwise utilize leverage in

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connection with its acquisition of the Company’s common shares. If the Company is a passive foreign investment company and a Non-Electing Holder who is an individual dies while owning the Company’s common shares, such holder’s successor generally would not receive a step-up in tax basis with respect to such shares.

United States Federal Income Taxation of ‘‘Non-United States Holders’’

A beneficial owner of common shares (other than a partnership) that is not a United States Holder is referred to herein as a ‘‘Non-United States Holder.’’

If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor.

Dividends on Common Shares

Non-United States Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from the Company with respect to its common shares, unless that income is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States. If the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-United States Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-United States Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of the Company’s common shares, unless:

	•	the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or

	•	the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the shares, that is effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of United States Holders. In addition, if you are a corporate Non-United States Holder, your earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements if you are a non-corporate United States Holder. Such payments or distributions may also be subject to backup withholding tax if you are a non-corporate United States Holder and you:

	•	fail to provide an accurate taxpayer identification number;

	•	are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or

	•	in certain circumstances, fail to comply with applicable certification requirements.

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Non-United States Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.

If you are a Non-United States Holder and you sell your common shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless you certify that you are a non-United States person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common shares through a non-United States office of a non-United States broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that you are a non-United States person and certain other conditions are met, or you otherwise establish an exemption.

Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.

EXPERTS

The Company’s consolidated financial statements appearing in the Company’s Annual Report on Form 10-K for the period ended December 31, 2005, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

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

WHERE YOU CAN FIND ADDITIONAL INFORMATION

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to ‘‘incorporate by reference’’ information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. We incorporate by reference the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

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	•	Annual Report on Form 10-K for the period ended December 31, 2005, filed with the Commission on March 16, 2006;

	•	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the Commission on May 10, 2006, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the Commission on August 10, 2006 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the Commission on November 13, 2006;

	•	Our ‘‘Description of Capital Stock’’ contained in our registration statement on Form 8-A, (File No. 000-51366) as amended, filed with the Commission on June 20, 2005;

	•	Our Current Reports filed with the Commission on January 30, 2006, January 31, 2006, April 18, 2006, June 23, 2006 (Item 1.01 and Item 3.02 only), June 29, 2006 (Item 3.02 only), July 25, 2006, July 31, 2006, August 3, 2006, August 3, 2006, September 7, 2006, October 18, 2006 and November 9, 2006; and

	•	All documents we file with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated.

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not, and any underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.

Notwithstanding the foregoing, no information is incorporated by reference in this prospectus or any prospectus supplement where such information under applicable Forms and regulations of the Commission is not deemed to be ‘‘filed’’ under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless we indicate in the report or filing containing such information that the information is to be considered ‘‘filed’’ under the Exchange Act or is to be incorporated by reference in this prospectus or any prospectus supplement. You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the Commission free of charge at the Commission’s website or our website at www.eagleships.com soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission. The reference to our website does not constitute incorporation by reference of the information contained in our website. We do not consider information contained on, or that can be accessed through, our website to be part of this prospectus or the related registration statement. You may request a free copy of the above mentioned filings or any subsequent filing we incorporated by reference to this prospectus by writing or telephoning us at the following address:

Eagle Bulk Shipping Inc.
477 Madison Avenue
New York, NY 10022
(212) 785-2500

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DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Business Corporation Act (the ‘‘BCA’’) of the Marshall Islands authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties. Our bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

Our Bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and offices and carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive offices.

The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that Registrant will, unless in the opinion of its counsel the claim has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

We estimate the expenses in connection with the issuance and distribution of securities in this offering to be as follows:

Registration Fee				$	13,582
NASD Fee				$	34,653
Printing and Engraving Expenses					10,000
Legal Fees and Expenses					100,000
Accountants’ Fees and Expenses					15,000
Transfer Agent’s Fees and Expenses					20,000
Miscellaneous Costs					75,000
Total				$	268,235

Item 15.    Indemnification of Directors and Officers.

The bylaws of the Company provide that every director and officer of the Company shall be indemnified out of the funds of the Company against:

(1)    all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director or officer acting in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election, provided always that such indemnity shall not extend to any matter which would render it void pursuant to any Marshall Islands statute from time to time in force concerning companies insofar as the same applies to the Company (the ‘‘Companies Acts’’); and

(2)    all liabilities incurred by him as such director or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his favor, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.

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

Indemnification of directors and officers.

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

(2)    Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or

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

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

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

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

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

Item 16.    Exhibits and Financial Statement Schedules.

A list of exhibits included as part of this registration statement is set forth in the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.

Item 17.    Undertakings.

A.    The Company hereby undertakes:

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

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

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

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

(A)    Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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

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

(4)    That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)    Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement.

(ii)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to 415(a)(1), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)    The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)    Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

EAGLE BULK SHIPPING INC.

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S. Ginsberg and Stacy J. Kanter his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on December 29, 2006 in the capacities indicated.

Signature		Title
/s/ Sophocles N. Zoullas		Director, President and Chief Executive Officer
Sophocles N. Zoullas
/s/ Michael B. Goldberg		Director
Michael B. Goldberg
/s/ Frank J. Loverro		Director
Frank J. Loverro
/s/ David B. Hiley		Director
David B. Hiley
/s/ Douglas P. Haensel		Director
Douglas P. Haensel
/s/ Michael Mitchell		Director
Michael Mitchell
/s/ Joseph Cianciolo		Director
Joseph Cianciolo
/s/ Alan S. Ginsberg		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Alan S. Ginsberg

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Bulk Shipping Inc., has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

CARDINAL SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Cardinal Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

CONDOR SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Condor Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

EAGLE SHIPPING INTERNATIONAL (USA) LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Eagle Shipping International (USA) LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

FALCON SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Falcon Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

GOLDEN EAGLE SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas;
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Golden Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

GRIFFON SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Griffon Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

HARRIER SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Harrier Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

HAWK SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Hawk Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

HERON SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Heron Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

IMPERIAL EAGLE SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas;
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Imperial Eagle Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

JAEGER SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Jaeger Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

KESTREL SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Kestrel Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

KITE SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Kite Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

KITTIWAKE SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Kittiwake Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

MERLIN SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Merlin Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

ORIOLE SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Oriole Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

OSPREY SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Osprey Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

PEREGRINE SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Peregrine Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

ROBIN SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas;
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Robin Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

SHIKRA SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Shikra Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

SPARROW SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Sparrow Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 29, 2006.

TERN SHIPPING LLC
By:   Eagle Bulk Shipping Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of Tern Shipping LLC, has signed this registration statement in the City of New York, State of New York, on December 29, 2006.

EAGLE BULK (DELAWARE) LLC
By:   Eagle Bulk Shipping, Inc., its Sole Member

By:   /s/ Sophocles N. Zoullas                                        

Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
1.1			Form of Underwriting Agreement*
3.1			Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of Form S-1/A (file no. 333-123817)).
3.2			Amended and Restated By Laws of the Company (incorporated herein by reference to Exhibit 3.2 of Form S-1/A (file no. 333-123817)).
3.3			Certification of Formation of Eagle Shipping LLC (incorporated herein by reference to Exhibit 3.3 of Form S-3 (file no. 333-137003)).
3.4			Certificate of Amendment of Eagle Shipping LLC (changing name to Eagle Shipping International (USA) LLC) (incorporated herein by reference to Exhibit 3.4 of Form S-3 (file no. 333-137003)).
3.5			Amended and Restated Limited Liability Company Agreement of Eagle Shipping International (USA) LLC (incorporated herein by reference to Exhibit 3.5 of Form S-3 (file no. 333-137003)).
3.6			Certificate of Formation of Condor Shipping LLC (incorporated herein by reference to Exhibit 3.6 of Form S-3 (file no. 333-137003)).
3.7			Amended and Restated Limited Liability Company Agreement of Condor Shipping LLC (incorporated herein by reference to Exhibit 3.7 of Form S-3 (file no. 333-137003)).
3.8			Certificate of Formation of Hawk Shipping LLC (incorporated herein by reference to Exhibit 3.8 of Form S-3 (file no. 333-137003)).
3.9			Amended and Restated Limited Liability Company Agreement of Hawk Shipping LLC (incorporated herein by reference to Exhibit 3.9 of Form S-3 (file no. 333-137003)).
3.10			Certificate of Formation of Falcon Shipping LLC (incorporated herein by reference to Exhibit 3.10 of Form S-3 (file no. 333-137003)).
3.11			Amended and Restated Limited Liability Company Agreement of Falcon Shipping LLC (incorporated herein by reference to Exhibit 3.11 of Form S-3 (file no. 333-137003)).
3.12			Certificate of Formation of Harrier Shipping LLC (incorporated herein by reference to Exhibit 3.12 of Form S-3 (file no. 333-137003)).
3.13			Amended and Restated Limited Liability Company Agreement of Harrier Shipping LLC (incorporated herein by reference to Exhibit 3.13 of Form S-3 (file no. 333-137003)).
3.14			Certificate of Formation of Osprey Shipping LLC (incorporated herein by reference to Exhibit 3.14 of Form S-3 (file no. 333-137003)).
3.15			Amended and Restated Limited Liability Company Agreement of Osprey Shipping LLC (incorporated herein by reference to Exhibit 3.15 of Form S-3 (file no. 333-137003)).
3.16			Certificate of Formation of Kite Shipping LLC (incorporated herein by reference to Exhibit 3.16 of Form S-3 (file no. 333-137003)).
3.17			Amended and Restated Limited Liability Company Agreement of Kite Shipping LLC (incorporated herein by reference to Exhibit 3.17 of Form S-3 (file no. 333-137003)).
3.18			Certificate of Formation of Sparrow Shipping LLC (incorporated herein by reference to Exhibit 3.18 of Form S-3 (file no. 333-137003)).
3.19			Amended and Restated Limited Liability Company Agreement of Sparrow Shipping LLC (incorporated herein by reference to Exhibit 3.19 of Form S-3 (file no. 333-137003)).
3.20			Certificate of Formation of Griffon Shipping LLC (incorporated herein by reference to Exhibit 3.20 of Form S-3 (file no. 333-137003)).

Exhibit No.			Description of Exhibit
3.21			Amended and Restated Limited Liability Company Agreement of Griffon Shipping LLC (incorporated herein by reference to Exhibit 3.21 of Form S-3 (file no. 333-137003)).
3.22			Certificate of Formation of Shikra Shipping LLC (incorporated herein by reference to Exhibit 3.22 of Form S-3 (file no. 333-137003)).
3.23			Amended and Restated Limited Liability Company Agreement of Shikra Shipping LLC (incorporated herein by reference to Exhibit 3.23 of Form S-3 (file no. 333-137003)).
3.24			Certificate of Formation of Peregrine Shipping LLC (incorporated herein by reference to Exhibit 3.24 of Form S-3 (file no. 333-137003)).
3.25			Amended and Restated Limited Liability Company Agreement of Peregrine Shipping LLC (incorporated herein by reference to Exhibit 3.25 of Form S-3 (file no. 333-137003)).
3.26			Certificate of Formation of Cardinal Shipping LLC (incorporated herein by reference to Exhibit 3.26 of Form S-3 (file no. 333-137003)).
3.27			Amended and Restated Limited Liability Company Agreement of Cardinal Shipping LLC (incorporated herein by reference to Exhibit 3.27 of Form S-3 (file no. 333-137003)).
3.28			Certificate of Formation of Heron Shipping LLC (incorporated herein by reference to Exhibit 3.28 of Form S-3 (file no. 333-137003)).
3.29			Limited Liability Company Agreement of Heron Shipping LLC (incorporated herein by reference to Exhibit 3.29 of Form S-3 (file no. 333-137003)).
3.30			Certificate of Formation of Merlin Shipping LLC (incorporated herein by reference to Exhibit 3.30 of Form S-3 (file no. 333-137003)).
3.31			Limited Liability Company Agreement of Merlin Shipping LLC (incorporated herein by reference to Exhibit 3.31 of Form S-3 (file no. 333-137003)).
3.32			Certificate of Formation of Jaeger Shipping LLC (incorporated herein by reference to Exhibit 3.32 of Form S-3 (file no. 333-137003)).
3.33			Limited Liability Company Agreement of Jaeger Shipping LLC (incorporated herein by reference to Exhibit 3.33 of Form S-3 (file no. 333-137003)).
3.34			Certificate of Formation of Kestrel Shipping LLC (incorporated herein by reference to Exhibit 3.34 of Form S-3 (file no. 333-137003)).
3.35			Limited Liability Company Agreement of Kestrel Shipping LLC (incorporated herein by reference to Exhibit 3.35 of Form S-3 (file no. 333-137003)).
3.36			Certificate of Formation of Tern Shipping LLC (incorporated herein by reference to Exhibit 3.36 of Form S-3 (file no. 333-137003)).
3.37			Limited Liability Company Agreement of Tern Shipping LLC (incorporated herein by reference to Exhibit 3.37 of Form S-3 (file no. 333-137003)).
3.38			Certificate of Formation of Kittiwake Shipping LLC (incorporated herein by reference to Exhibit 3.38 of Form S-3 (file no. 333-137003)).
3.39			Limited Liability Company Agreement of Kittiwake Shipping LLC (incorporated herein by reference to Exhibit 3.39 of Form S-3 (file no. 333-137003)).
3.40			Certificate of Formation of Oriole Shipping LLC (incorporated herein by reference to Exhibit 3.40 of Form S-3 (file no. 333-137003)).
3.41			Limited Liability Company Agreement of Oriole Shipping LLC (incorporated herein by reference to Exhibit 3.41 of Form S-3 (file no. 333-137003)).
3.42			Certificate of Formation of Robin Shipping LLC (incorporated herein by reference to Exhibit 3.42 of Form S-3 (file no. 333-137003)).
3.43			Limited Liability Company Agreement of Robin Shipping LLC (incorporated herein by reference to Exhibit 3.43 of Form S-3 (file no. 333-137003)).

Exhibit No.			Description of Exhibit
3.44			Certificate of Formation of Eagle Bulk (Delaware) LLC (incorporated herein by reference to Exhibit 3.44 of Form S-3 (file no. 333-137003)).
3.45			Limited Liability Company Agreement of Eagle Bulk (Delaware) LLC (incorporated herein by reference to Exhibit 3.45 of Form S-3 (file no. 333-137003)).
3.46			Certificate of Formation of Golden Eagle Shipping LLC.**
3.47			Limited Liability Company Agreement of Golden Eagle Shipping LLC.**
3.48			Certificate of Formation of Imperial Eagle Shipping LLC.**
3.49			Limited Liability Company Agreement of Imperial Eagle Shipping LLC.**
4.1			Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4 of Form S-1/A (file no. 333-123817).
4.2			Specimen Preferred Share Certificate*
4.3			Form of Common Share warrant agreement*
4.4			Form of Preferred Share warrant agreement*
4.5			Form of Purchase Contract warrant agreement*
4.6			Form of Unit warrant agreement*
4.7			Form of Senior Indenture.**
4.8			Form of Subordinated Indenture.**
5.1			Opinion of Seward & Kissel LLP, counsel to the Company, on the validity of the common shares**
12			Computation of Ratio of Earnings to Fixed Charges**
21			Subsidiaries of the Company (incorporated herein by reference to Exhibit 21.1 of Form S-3 (file no. 333-137003)).
23.1			Consent of Seward & Kissel LLP (included in Exhibit 5.1)**
23.2			Consent of Ernst & Young LLP**
24			Power of Attorney (contained in signature page)**
25.1			Form of T-1 Statement of Eligibility (senior indenture)*
25.2			Form of T-1 Statement of Eligibility (subordinated indenture)*

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

**	Filed herewith.

EX-3.46

                                                                    Exhibit 3.46

[GRAPHIC]

                            CERTIFICATE OF FORMATION

                                       OF

                            GOLDEN EAGLE SHIPPING LLC

                                      AS A

                            LIMITED LIABILITY COMPANY

                                           REPUBLIC OF THE MARSHALL ISLANDS

                                               REGISTRAR OF CORPORATIONS

                                                    DUPLICATE COPY

NON RESIDENT                          The original of this Document was filed in
                                           accordance with section 9 of the
                                           Limited Liability Company Act on

[SEAL]                                              October 30, 2006
960908

                                                     /s/ Illegible
                                       -----------------------------------------
                                                   Deputy Registrar




                                                                  Execution Copy

                            CERTIFICATE OF FORMATION

                                       OF

                            GOLDEN EAGLE SHIPPING LLC

          UNDER SECTION 9 OF THE LIMITED LIABILITY COMPANY ACT OF 1996
                     OF THE REPUBLIC OF THE MARSHALL ISLANDS

     The undersigned, in order to form a limited liability company under and
pursuant to the provisions of the Limited Liability Company Act of 1996 of the
Republic of the Marshall Islands (the "Act"), does certify as follows:

1.   The name of the Limited Liability Company is: GOLDEN EAGLE SHIPPING LLC

2.   The address of its registered agent in the Marshall Islands is Trust
     Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands
     MH 96960. The name of its registered agent at such address is The Trust
     Company of the Marshall Islands, Inc.

3.   The formation date of the Limited Liability Company is the date of the
     filing of this Certificate of Formation with the Registrar of Corporations.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on this 30th day of October, 2006.


                                        /s/ Arthur Lichtenstein
                                        ----------------------------------------
                                        Arthur Lichtenstein
                                        Authorized Person

EX-3.47

                                                                    Exhibit 3.47

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

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            GOLDEN EAGLE SHIPPING LLC

                  A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

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



                                TABLE OF CONTENTS

1    DEFINED TERMS .........................................................   1

2    ORGANIZATION ..........................................................   2
     2.1  Formation ........................................................   2
     2.2  Name .............................................................   2
     2.3  Purpose ..........................................................   2
     2.4  Registered Office; Registered Agent ..............................   3
     2.5  Principal Office .................................................   3
     2.6  Term .............................................................   3
     2.7  Authorized LLC Shares; Vote ......................................   3

3    CAPITAL CONTRIBUTIONS .................................................   3
     3.1  Capital Contributions ............................................   3
     3.2  No Interest on Capital Contributions .............................   3

4    MANAGEMENT ............................................................   4
     4.1  Management By Member .............................................   4
     4.2  Delegation of Authority and Duties ...............................   5

5    LIABILITY, EXCULPATION AND INDEMNIFICATION ............................   5
     5.1  Liability ........................................................   5
     5.2  Exculpation ......................................................   5
     5.3  Indemnification ..................................................   6
     5.4  Expenses .........................................................   6
     5.5  Severability .....................................................   6
     5.6  No Third Party Rights ............................................   6

6    DISTRIBUTIONS .........................................................   7
     6.1  Distributions/Available Cash .....................................   7

7    BOOKS AND RECORDS; FISCAL YEAR; TAX MATTERS ...........................   7
     7.1  Books and Records ................................................   7
     7.2  Fiscal Year ......................................................   7
     7.3  Tax Matters ......................................................   7

8    MISCELLANEOUS .........................................................   7
     8.1  Complete Agreement ...............................................   7
     8.2  Governing Law ....................................................   7
     8.3  Headings .........................................................   8
     8.4  Severability .....................................................   8
     8.5  Amendment ........................................................   8

Schedule 1: Ownership of LLC Shares


                                       -i-



                       LIMITED LIABILITY COMPANY AGREEMENT

     This Limited Liability Company Agreement (the "Agreement") of GOLDEN EAGLE
SHIPPING LLC (the "Company"), is made and entered into effective as of the 30th
day of October, 2006, by Eagle Bulk Shipping Inc., a corporation organized under
the laws of the Republic of the Marshall Islands (the "Member").

                                    RECITALS

     WHEREAS, the Member is the sole Member of the Company and desires to
organize the Company and provide for the management of the Company and its
affairs and for the conduct of its business.

     NOW, THEREFORE, it is agreed as follows:

1 DEFINED TERMS

     The terms used in this Agreement, with their initial letters capitalized,
shall, unless the context thereof otherwise requires, have the meanings
specified in this Article 1. The singular shall include the plural and the
masculine gender shall include the feminine and neuter, and vice versa, as the
context requires. When used in this Agreement, the following terms shall have
the meanings set forth below:

          (a)  "Act" shall mean the Limited Liability Company Act of 1996 of the
               Republic of the Marshall Islands, as the same may be amended from
               time to time.

          (b)  "Affiliate" shall mean, with respect to a specified Person, any
               Person that directly, or indirectly through one or more
               intermediaries, controls, is controlled by, or is under common
               control with the specified Person. As used in this definition,
               the term "control" means the possession, directly or indirectly,
               of the power to direct or cause the direction of the management
               and policies of a Person, whether through ownership of voting
               securities, by contract or otherwise

          (c)  "Agreement" shall mean this Limited Liability Company Agreement
               as originally executed and as amended, modified, supplemented or
               restated from time to time in accordance with the terms of this
               Agreement.

          (d)  "Business" shall mean engaging in any lawful business, purpose or
               activity permitted by the Act.



          (e)  "Certificate" shall mean the Certificate of Formation filed
               pursuant to the Act with the Republic of the Marshall Islands
               Registrar of Corporations pursuant to which the Company was
               organized as a Marshall Islands limited liability company.

          (f)  "Company" shall have the meaning set forth in the preamble.

          (g)  "Covered Person" means the Member, an Affiliate of the Member,
               any officer, director, shareholder, partner, member, employee,
               representative or agent of the Member or any of their respective
               Affiliates, or any current or former officer, employee or agent
               of the Company or any of its Affiliates.

          (h)  "LLC Shares" shall mean the aggregate limited liability company
               interests of the Company authorized to be issued pursuant to this
               Agreement.

          (i)  "Member" shall have the meaning set forth in the preamble and
               shall have the same meaning as the term "member" under the Act.

          (j)  "Person" shall mean a natural person, corporation, partnership,
               joint venture, trust, estate, unincorporated association, limited
               liability company, or any other juridical entity.

2 ORGANIZATION

     2.1 Formation.

     The Company was formed as a limited liability company under the Act on
October 30, 2006, by the filing of the Certificate with the office of the
Marshall Islands Registrar of Corporations. Any and all actions in connection
with such formation are hereby ratified, confirmed and approved.

     2.2 Name.

     The name of the Company formed by the filing of the Certificate is "Golden
Eagle Shipping LLC" and all Business of the Company shall be conducted in the
name set forth in the Certificate or such other names that comply with
applicable law as the Member may from time to time designate.

     2.3 Purpose.

     The purpose for which the Company is established is to engage in the
Business and in any lawful activity permitted by the Act as the Company may deem
necessary, appropriate, proper, advisable, convenient or incidental to or for
the furtherance of the Business.


                                        2



     2.4 Registered Office; Registered Agent.

     The registered office of the Company required by the Act to be maintained
in the Republic of the Marshall Islands shall be the office of the initial
registered agent named in the Certificate or such other office as the Member may
designate from time to time in the manner provided by law. The registered agent
of the Company in the Republic of the Marshall Islands shall be the initial
registered agent named in the Certificate or such other person or persons as the
Member may designate from time to time in the manner provided by law.

     2.5 Principal Office.

     The principal office of the Company shall be the Company's registered
office except as otherwise may be determined by the Member.

     2.6 Term.

     The Company commenced its existence on the date the Certificate was
accepted for filing by the Registrar of Corporations, and shall have perpetual
existence unless the Company is dissolved in accordance with the Act.

     2.7 Authorized LLC Shares; Vote

          (a)  The aggregate number of LLC Shares of the Company authorized to
               be issued pursuant to this Agreement is one hundred (100).

          (b)  The Member's ownership of LLC Shares in the Company is set forth
               in Schedule 1 hereto.

          (c)  Each LLC Share owned by a Member shall entitle the Member to one
               (1) vote on any matter brought before the Member for a vote. The
               Member shall own all of the LLC Shares issued and outstanding.

3 CAPITAL CONTRIBUTIONS

     3.1 Capital Contributions.

     The Member shall contribute such sums and/or assets as it, in its sole
discretion, shall deem necessary or appropriate to enable the Company to carry
out its Business.

     3.2 No Interest on Capital Contributions.

     Except as otherwise expressly provided herein, the Member shall not receive
any interest on its capital contributions to the Company.


                                        3



4 MANAGEMENT

     4.1 Management By Member.

     The management of the Company shall be vested exclusively in the Member.
The Member, in its capacity as sole Member, may make all decisions and take all
actions for the Company as in its sole discretion it shall deem necessary or
appropriate to enable the Company to carry out the purposes for which the
Company was formed including, without limitation, the following:

          (a)  entering into, making and performing contracts, agreements,
               undertakings and guarantees of whatsoever kind and nature in the
               name and on behalf of the Company;

          (b)  setting aside reserves, opening and maintaining bank and
               investment accounts and arrangements, drawing checks and other
               orders for the payment of money, and designating individuals with
               authority to sign or give instructions with respect to those
               accounts and arrangements;

          (c)  selling, conveying, mortgaging, pledging, exchanging and
               disposing of property;

          (d)  incurring liabilities, borrowing money, issuing notes, bonds and
               other obligations and securing any of the Company's obligations
               by mortgage or pledge of any of the Company's property or income;

          (e)  collecting sums due to the Company; bringing and defending on
               behalf of the Company actions and proceedings at law or in equity
               before any court or governmental, administrative or other
               regulatory agency, body or commission or otherwise;

          (f)  selecting, removing, and changing the authority and
               responsibility of lawyers, auditors and other advisers and
               consultants;

          (g)  issuing Powers of Attorney in favor of such persons as it may
               deem necessary or appropriate to carry out and implement any
               decisions made or actions taken on behalf of the Company pursuant
               to this Section 4.1; and

          (h)  the adoption of such resolutions, including by unanimous written
               consent, as it may deem necessary or appropriate to approve any
               decisions made or actions taken on behalf of the Company pursuant
               to this Section 4.1.


                                        4



     Any correspondence sent by the Member, in its capacity as sole Member, on
behalf of the Company and any agreements, contracts, undertakings, Powers of
Attorney or other documents executed by the Member, in its capacity as sole
Member, on behalf of the Company shall be signed by the Member as follows:

                GOLDEN EAGLE SHIPPING LLC

                By: Eagle Bulk Shipping Inc.,
                    its Sole Member


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

     4.2 Delegation of Authority and Duties.

          (a)  Any person dealing with the Company may rely upon the authority
               of the Member, in its capacity as sole Member in taking any
               action in the name of the Company without inquiry into the
               provisions of this Agreement or compliance herewith, regardless
               of whether that action actually is taken in accordance with the
               provisions of this Agreement.

          (b)  Unless authorized to do so by this Agreement or the Member, in
               its capacity as sole Member, no agent or employee of the Company
               shall have any power or authority to bind the Company in any way,
               to pledge its credit, or to render it liable pecuniarily for any
               purpose.

5 LIABILITY, EXCULPATION AND INDEMNIFICATION

     5.1 Liability.

     Except as otherwise provided by the Act, all debts, obligations and
liabilities of the Company (including, without limitation, under a judgment,
decree or order of a court), whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and no
Covered Person shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Covered Person.

     5.2 Exculpation.

     No Covered Person shall be liable to the Company or any other Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner believed to be within the scope of authority conferred
on such Covered Person by this Agreement, except that a Covered Person shall be
liable for any such loss, damage or claim incurred by reason of such Covered
Person's gross negligence, willful misconduct or willful breach of this
Agreement.


                                        5



     5.3 Indemnification.

     To the fullest extent permitted by applicable law, the Company shall
indemnify and hold harmless each Covered Person from and against any and all
losses, claims, demands, liabilities, expenses, judgments, fines, settlements
and other amounts arising from any and all claims, demands, actions, suits,
proceedings, civil, criminal, administrative or investigative, in which the
Covered Person may be involved, or threatened to be involved; as a party or
otherwise, by reason of its management of the affairs of the Company or which
relates to or arises out of the Company or its property, business or affairs,
except that no Covered Person shall be entitled to such indemnification with
respect to any loss, damage or claim incurred by such Covered Person by reason
of such Covered Person's gross negligence, willful misconduct or willful breach
of this Agreement; provided, that any indemnity under this Section 5.3 shall be
provided out of and to the extent of Company assets only, and no Covered Person
shall have any personal liability on account thereof.

     5.4 Expenses.

     To the fullest extent permitted by applicable law, expenses (including,
without limitation, reasonable attorneys' fees, disbursements, fines and amounts
paid in settlement) incurred by a Covered Person in defending any claim, demand,
action, suit or proceeding relating to or arising out of their performance of
their duties on behalf of the Company shall, from time to time, be advanced by
the Company prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of
the Covered Person to repay such amount if it shall ultimately be determined by
a court of competent jurisdiction that the Covered Person is not entitled to be
indemnified as authorized in Section 5.3.

     5.5 Severability.

     To the fullest extent permitted by applicable law, if any portion of this
Article 5 shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify each Covered Person
as to costs, charges and expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company, to the fullest extent
permitted by any applicable portion of this Article 5 that shall not have been
invalidated.

     5.6 No Third Party Rights.

     Except as expressly provided herein, none of the provisions of this Article
5 shall be deemed to create or grant any rights in favor of any third party,
including, without limitation, any right of subrogation in favor of any insurer
or surety. The rights of indemnification granted hereunder shall survive the
dissolution, winding up and termination of the Company.


                                        6



6 DISTRIBUTIONS

     6.1 Distributions/Available Cash.

     The Member, in its capacity as sole Member, shall in its sole discretion
determine from time to time to what extent (if any) the Company's cash on hand
exceeds the current and anticipated needs of the Company. To the extent any such
excess exists, the Member may make distributions to itself as sole Member,
subject to Section 40 of the Act.

7 BOOKS AND RECORDS; FISCAL YEAR; TAX MATTERS

     7.1 Books and Records.

     The books and records of the Company shall, at the cost and expense of the
Company, be kept and cause to be kept by the Company at the principal office of
the Company or at such other location as the Member may from time to time
determine.

     7.2 Fiscal Year.

     Unless otherwise determined by the Member, the Company's books and records
shall be kept on a December 31 calendar year basis and shall reflect all Company
transactions and be appropriate and adequate for conducting the Company's
affairs.

     7.3 Tax Matters.

     The Member intends and acknowledges that, for so long as it remains the
sole Member of the Company, the Company shall be disregarded as a separate
entity from the sole Member for U.S. federal income tax purposes and the Member
shall file such elections with the U.S. tax authorities as may be required to
assure such tax status as such.

8 MISCELLANEOUS

     8.1 Complete Agreement.

     This Agreement constitutes the complete and exclusive statement of the
agreement regarding the management and governance of the Company and it affairs
and replaces and supersedes all prior agreements regarding the management and
governance of the Company and its affairs.

     8.2 Governing Law.

     This Agreement and the rights of the parties hereunder will be governed by,
interpreted, and enforced in accordance with the laws of the Republic of the
Marshall Islands without giving regard to principles of conflicts of law.


                                        7



     8.3 Headings.

     All headings herein are inserted only for convenience and ease of reference
and are not to be considered in the construction or interpretation of any
provision of this Agreement.

     8.4 Severability.

     If any provision of this Agreement is held to be illegal, invalid or
unenforceable under the present or future laws effective during the term of this
Agreement, such provision will be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

     8.5 Amendment.

     All amendments to this Agreement must be in writing and signed by the
Company and the Member.


                                        8



     IN WITNESS WHEREOF, this Limited Liability Company Agreement has been
executed by a duly authorized representative of the sole Member as of the date
first set forth above.

                                    EAGLE BULK SHIPPING INC.


                                    By: /s/ Sophocles Zoullas
                                        ----------------------------------------
                                    Name: Sophocles Zoullas
                                    Title: President and Chief Executive Officer


                                        9



                                                                      SCHEDULE 1

                             OWNERSHIP OF LLC SHARES

Member                     LLC Shares
- ------                     ----------
Eagle Bulk Shipping Inc.      100.0
                              -----
   Total LLC Shares           100.0


                                       10

EX-3.48

                                                                    Exhibit 3.48

[GRAPHIC]

                            CERTIFICATE OF FORMATION

                                       OF

                           IMPERIAL EAGLE SHIPPING LLC

                                      AS A

                            LIMITED LIABILITY COMPANY

                                           REPUBLIC OF THE MARSHALL ISLANDS

                                               REGISTRAR OF CORPORATIONS

                                                    DUPLICATE COPY

NON RESIDENT                          The original of this Document was filed in
                                           accordance with section 9 of the
                                           Limited Liability Company Act on

[SEAL]                                             October 30, 2006
960909


                                                     /s/ Illegible
                                      ------------------------------------------
                                                   Deputy Registrar




                                                                  Execution Copy

                            CERTIFICATE OF FORMATION

                                       OF

                           IMPERIAL EAGLE SHIPPING LLC

          UNDER SECTION 9 OF THE LIMITED LIABILITY COMPANY ACT OF 1996
                     OF THE REPUBLIC OF THE MARSHALL ISLANDS

     The undersigned, in order to form a limited liability company under and
pursuant to the provisions of the Limited Liability Company Act of 1996 of the
Republic of the Marshall Islands (the "Act"), does certify as follows:

1.   The name of the Limited Liability Company is: IMPERIAL EAGLE SHIPPING LLC

2.   The address of its registered agent in the Marshall Islands is Trust
     Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands
     MH 96960. The name of its registered agent at such address is The Trust
     Company of the Marshall Islands, Inc.

3.   The formation date of the Limited Liability Company is the date of the
     filing of this Certificate of Formation with the Registrar of Corporations.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on this 30th day of October, 2006.


                                           /s/ Arthur Lichtenstein
                                           -------------------------------------
                                           Arthur Lichtenstein
                                           Authorized Person

EX-3.49

                                                                    Exhibit 3.49

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

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           IMPERIAL EAGLE SHIPPING LLC

                  A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

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


                                       -i-



                                TABLE OF CONTENTS

1    DEFINED TERMS .........................................................   1

2    ORGANIZATION ..........................................................   2
     2.1  Formation ........................................................   2
     2.2  Name .............................................................   2
     2.3  Purpose ..........................................................   2
     2.4  Registered Office; Registered Agent ..............................   3
     2.5  Principal Office .................................................   3
     2.6  Term .............................................................   3
     2.7  Authorized LLC Shares; Vote ......................................   3

3    CAPITAL CONTRIBUTIONS .................................................   3
     3.1  Capital Contributions ............................................   3
     3.2  No Interest on Capital Contributions .............................   3

4    MANAGEMENT ............................................................   4
     4.1  Management By Member .............................................   4
     4.2  Delegation of Authority and Duties ...............................   5

5.   LIABILITY, EXCULPATION AND INDEMNIFICATION ............................   5
     5.1  Liability ........................................................   5
     5.2  Exculpation ......................................................   5
     5.3  Indemnification ..................................................   6
     5.4  Expenses .........................................................   6
     5.5  Severability .....................................................   6
     5.6  No Third Party Rights ............................................   6

6    DISTRIBUTIONS .........................................................   7
     6.1  Distributions/Available Cash .....................................   7

7    BOOKS AND RECORDS; FISCAL YEAR; TAX MATTERS ...........................   7
     7.1  Books and Records ................................................   7
     7.2  Fiscal Year ......................................................   7
     7.3  Tax Matters ......................................................   7

8    MISCELLANEOUS .........................................................   7
     8.1  Complete Agreement ...............................................   7
     8.2  Governing Law ....................................................   7
     8.3  Headings .........................................................   8
     8.4  Severability .....................................................   8
     8.5  Amendment ........................................................   8

Schedule 1: Ownership of LLC Shares


                                      -ii-



                       LIMITED LIABILITY COMPANY AGREEMENT

     This Limited Liability Company Agreement (the "Agreement") of IMPERIAL
EAGLE SHIPPING LLC (the "Company"), is made and entered into effective as of the
30th day of October, 2006, by Eagle Bulk Shipping Inc., a corporation organized
under the laws of the Republic of the Marshall Islands (the "Member").

                                    RECITALS

       WHEREAS, the Member is the sole Member of the Company and desires to
organize the Company and provide for the management of the Company and its
affairs and for the conduct of its business.

     NOW, THEREFORE, it is agreed as follows:

1 DEFINED TERMS

     The terms used in this Agreement, with their initial letters capitalized,
shall, unless the context thereof otherwise requires, have the meanings
specified in this Article 1. The singular shall include the plural and the
masculine gender shall include the feminine and neuter, and vice versa, as the
context requires. When used in this Agreement, the following terms shall have
the meanings set forth below:

          (a)  "Act" shall mean the Limited Liability Company Act of 1996 of the
               Republic of the Marshall Islands, as the same may be amended from
               time to time.

          (b)  "Affiliate" shall mean, with respect to a specified Person, any
               Person that directly, or indirectly through one or more
               intermediaries, controls, is controlled by, or is under common
               control with the specified Person. As used in this definition,
               the term "control" means the possession, directly or indirectly,
               of the power to direct or cause the direction of the management
               and policies of a Person, whether through ownership of voting
               securities, by contract or otherwise.

          (c)  "Agreement" shall mean this Limited Liability Company Agreement
               as originally executed and as amended, modified, supplemented or
               restated from time to time in accordance with the terms of this
               Agreement.

          (d)  "Business" shall mean engaging in any lawful business, purpose or
               activity permitted by the Act.



          (e)  "Certificate" shall mean the Certificate of Formation filed
               pursuant to the Act with the Republic of the Marshall Islands
               Registrar of Corporations pursuant to which the Company was
               organized as a Marshall Islands limited liability company.

          (f)  "Company" shall have the meaning set forth in the preamble.

          (g)  "Covered Person" means the Member, an Affiliate of the Member,
               any officer, director, shareholder, partner, member, employee,
               representative or agent of the Member or any of their respective
               Affiliates, or any current or former officer, employee or agent
               of the Company or any of its Affiliates.

          (h)  "LLC Shares" shall mean the aggregate limited liability company
               interests of the Company authorized to be issued pursuant to this
               Agreement.

          (i)  "Member" shall have the meaning set forth in the preamble and
               shall have the same meaning as the term "member" under the Act.

          (j)  "Person" shall mean a natural person, corporation, partnership,
               joint venture, trust, estate, unincorporated association, limited
               liability company, or any other juridical entity.

2 ORGANIZATION

     2.1 Formation.

     The Company was formed as a limited liability company under the Act on
October 30, 2006, by the filing of the Certificate with the office of the
Marshall Islands Registrar of Corporations. Any and all actions in connection
with such formation are hereby ratified, confirmed and approved.

     2.2 Name.

     The name of the Company formed by the filing of the Certificate is
"Imperial Eagle Shipping LLC" and all Business of the Company shall be conducted
in the name set forth in the Certificate or such other names that comply with
applicable law as the Member may from time to time designate.

     2.3 Purpose.

     The purpose for which the Company is established is to engage in the
Business and in any lawful activity permitted by the Act as the Company may deem
necessary, appropriate, proper, advisable, convenient or incidental to or for
the furtherance of the Business.


                                        2



     2.4 Registered Office; Registered Agent.

     The registered office of the Company required by the Act to be maintained
in the Republic of the Marshall Islands shall be the office of the initial
registered agent named in the Certificate or such other office as the Member may
designate from time to time in the manner provided by law. The registered agent
of the Company in the Republic of the Marshall Islands shall be the initial
registered agent named in the Certificate or such other person or persons as the
Member may designate from time to time in the manner provided by law.

     2.5 Principal Office.

     The principal office of the Company shall be the Company's registered
office except as otherwise may be determined by the Member.

     2.6 Term.

     The Company commenced its existence on the date the Certificate was
accepted for filing by the Registrar of Corporations, and shall have perpetual
existence unless the Company is dissolved in accordance with the Act.

     2.7 Authorized LLC Shares; Vote

          (a)  The aggregate number of LLC Shares of the Company authorized to
               be issued pursuant to this Agreement is one hundred (100).

          (b)  The Member's ownership of LLC Shares in the Company is set forth
               in Schedule 1 hereto.

          (c)  Each LLC Share owned by a Member shall entitle the Member to one
               (1) vote on any matter brought before the Member for a vote. The
               Member shall own all of the LLC Shares issued and outstanding.

3 CAPITAL CONTRIBUTIONS

     3.1 Capital Contributions.

     The Member shall contribute such sums and/or assets as it, in its sole
discretion, shall deem necessary or appropriate to enable the Company to carry
out its Business.

     3.2 No Interest on Capital Contributions.

     Except as otherwise expressly provided herein, the Member shall not receive
any interest on its capital contributions to the Company.


                                        3



4 MANAGEMENT

     4.1 Management By Member.

     The management of the Company shall be vested exclusively in the Member.
The Member, in its capacity as sole Member, may make all decisions and take all
actions for the Company as in its sole discretion it shall deem necessary or
appropriate to enable the Company to carry out the purposes for which the
Company was formed including, without limitation, the following:

          (a)  entering into, making and performing contracts, agreements,
               undertakings and guarantees of whatsoever kind and nature in the
               name and on behalf of the Company;

          (b)  setting aside reserves, opening and maintaining bank and
               investment accounts and arrangements, drawing checks and other
               orders for the payment of money, and designating individuals with
               authority to sign or give instructions with respect to those
               accounts and arrangements;

          (c)  selling, conveying, mortgaging, pledging, exchanging and
               disposing of property;

          (d)  incurring liabilities, borrowing money, issuing notes, bonds and
               other obligations and securing any of the Company's obligations
               by mortgage or pledge of any of the Company's property or income;

          (e)  collecting sums due to the Company; bringing and defending on
               behalf of the Company actions and proceedings at law or in equity
               before any court or governmental, administrative or other
               regulatory agency, body or commission or otherwise;

          (f)  selecting, removing, and changing the authority and
               responsibility of lawyers, auditors and other advisers and
               consultants;

          (g)  issuing Powers of Attorney in favor of such persons as it may
               deem necessary or appropriate to carry out and implement any
               decisions made or actions taken on behalf of the Company pursuant
               to this Section 4.1; and

          (h)  the adoption of such resolutions, including by unanimous written
               consent, as it may deem necessary or appropriate to approve any
               decisions made or actions taken on behalf of the Company pursuant
               to this Section 4.1.


                                        4



     Any correspondence sent by the Member, in its capacity as sole Member, on
behalf of the Company and any agreements, contracts, undertakings, Powers of
Attorney or other documents executed by the Member, in its capacity as sole
Member, on behalf of the Company shall be signed by the Member as follows:

               IMPERIAL EAGLE SHIPPING LLC

               By: Eagle Bulk Shipping Inc.,
                   its Sole Member


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

     4.2 Delegation of Authority and Duties.

          (a)  Any person dealing with the Company may rely upon the authority
               of the Member, in its capacity as sole Member in taking any
               action in the name of the Company without inquiry into the
               provisions of this Agreement or compliance herewith, regardless
               of whether that action actually is taken in accordance with the
               provisions of this Agreement.

          (b)  Unless authorized to do so by this Agreement or the Member, in
               its capacity as sole Member, no agent or employee of the Company
               shall have any power or authority to bind the Company in any way,
               to pledge its credit, or to render it liable pecuniarily for any
               purpose.

5 LIABILITY, EXCULPATION AND INDEMNIFICATION

     5.1 Liability.

     Except as otherwise provided by the Act, all debts, obligations and
liabilities of the Company (including, without limitation, under a judgment,
decree or order of a court), whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and no
Covered Person shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Covered Person.

     5.2 Exculpation.

     No Covered Person shall be liable to the Company or any other Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner believed to be within the scope of authority conferred
on such Covered Person by this Agreement, except that a Covered Person shall be
liable for any such loss, damage or claim incurred by reason of such Covered
Person's gross negligence, willful misconduct or willful breach of this
Agreement.


                                        5



     5.3 Indemnification.

     To the fullest extent permitted by applicable law, the Company shall
indemnify and hold harmless each Covered Person from and against any and all
losses, claims, demands, liabilities, expenses, judgments, fines, settlements
and other amounts arising from any and all claims, demands, actions, suits,
proceedings, civil, criminal, administrative or investigative, in which the
Covered Person may be involved, or threatened to be involved; as a party or
otherwise, by reason of its management of the affairs of the Company or which
relates to or arises out of the Company or its property, business or affairs,
except that no Covered Person shall be entitled to such indemnification with
respect to any loss, damage or claim incurred by such Covered Person by reason
of such Covered Person's gross negligence, willful misconduct or willful breach
of this Agreement; provided, that any indemnity under this Section 5.3 shall be
provided out of and to the extent of Company assets only, and no Covered Person
shall have any personal liability on account thereof.

     5.4 Expenses.

     To the fullest extent permitted by applicable law, expenses (including,
without limitation, reasonable attorneys' fees, disbursements, fines and amounts
paid in settlement) incurred by a Covered Person in defending any claim, demand,
action, suit or proceeding relating to or arising out of their performance of
their duties on behalf of the Company shall, from time to time, be advanced by
the Company prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of
the Covered Person to repay such amount if it shall ultimately be determined by
a court of competent jurisdiction that the Covered Person is not entitled to be
indemnified as authorized in Section 5.3.

     5.5 Severability.

     To the fullest extent permitted by applicable law, if any portion of this
Article 5 shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify each Covered Person
as to costs, charges and expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company, to the fullest extent
permitted by any applicable portion of this Article 5 that shall not have been
invalidated.

     5.6 No Third Party Rights.

     Except as expressly provided herein, none of the provisions of this Article
5 shall be deemed to create or grant any rights in favor of any third party,
including, without limitation, any right of subrogation in favor of any insurer
or surety. The rights of indemnification granted hereunder shall survive the
dissolution, winding up and termination of the Company.


                                        6



6 DISTRIBUTIONS

     6.1 Distributions/Available Cash.

     The Member, in its capacity as sole Member, shall in its sole discretion
determine from time to time to what extent (if any) the Company's cash on hand
exceeds the current and anticipated needs of the Company. To the extent any such
excess exists, the Member may make distributions to itself as sole Member,
subject to Section 40 of the Act.

7 BOOKS AND RECORDS; FISCAL YEAR; TAX MATTERS

     7.1 Books and Records.

     The books and records of the Company shall, at the cost and expense of the
Company, be kept and cause to be kept by the Company at the principal office of
the Company or at such other location as the Member may from time to time
determine.

     7.2 Fiscal Year.

     Unless otherwise determined by the Member, the Company's books and records
shall be kept on a December 31 calendar year basis and shall reflect all Company
transactions and be appropriate and adequate for conducting the Company's
affairs.

     7.3 Tax Matters.

     The Member intends and acknowledges that, for so long as it remains the
sole Member of the Company, the Company shall be disregarded as a separate
entity from the sole Member for U.S. federal income tax purposes and the Member
shall file such elections with the U.S. tax authorities as may be required to
assure such tax status as such.

8 MISCELLANEOUS

     8.1 Complete Agreement.

     This Agreement constitutes the complete and exclusive statement of the
agreement regarding the management and governance of the Company and it affairs
and replaces and supersedes all prior agreements regarding the management and
governance of the Company and its affairs.

     8.2 Governing Law.

     This Agreement and the rights of the parties hereunder will be governed by,
interpreted, and enforced in accordance with the laws of the Republic of the
Marshall Islands without giving regard to principles of conflicts of law.


                                        7



     8.3 Headings.

     All headings herein are inserted only for convenience and ease of reference
and are not to be considered in the construction or interpretation of any
provision of this Agreement.

     8.4 Severability.

     If any provision of this Agreement is held to be illegal, invalid or
unenforceable under the present or future laws effective during the term of this
Agreement, such provision will be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

     8.5 Amendment.

     All amendments to this Agreement must be in writing and signed by the
Company and the Member.


                                        8



     IN WITNESS WHEREOF, this Limited Liability Company Agreement has been
executed by a duly authorized representative of the sole Member as of the date
first set forth above.

                                    EAGLE BULK SHIPPING INC.


                                    By: /s/ Sophocles Zoullas
                                        ----------------------------------------
                                    Name: Sophocles Zoullas
                                    Title: President and Chief Executive Officer


                                        9



                                                                      SCHEDULE 1

                             OWNERSHIP OF LLC SHARES

Member                     LLC Shares
- ------                     ----------
Eagle Bulk Shipping Inc.      100.0
                              -----
   Total LLC Shares           100.0


                                       10

EX-4.7

                                                                 Exhibit 4.7

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

                            EAGLE BULK SHIPPING INC.

                                SENIOR INDENTURE

                            Dated as of ______, 20__

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

                                [Name of Trustee]

                                     Trustee

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



ARTICLE I : DEFINITIONS AND INCORPORATION BY REFERENCE
    Section 1.1                    Definitions
    Section 1.2.                   Other Definitions
    Section 1.3.                   Incorporation by Reference of
                                   Trust Indenture Act
    Section 1.4.                   Rules of Construction

ARTICLE II. THE SECURITIES
    Section 2.1.                   Issuable in Series
    Section 2.2.                   Establishment of Terms of Series
                                   of Securities
    Section 2.3.                   Execution and Authentication
    Section 2.4.                   Registrar and Paying Agent
    Section 2.5.                   Paying Agent to Hold money in Trust
    Section 2.6.                   Securityholder Lists
    Section 2.7.                   Transfer and Exchange
    Section 2.8                    Mutilated, Destroyed, Lost and Stolen
                                   Securities
    Section 2.9                    Outstanding Securities
    Section 2.10                   Treasury Securities
    Section 2.11                   Temporary Securities
    Section 2.12                   Cancellation
    Section 2.13                   Defaulted Interest
    Section 2.14                   Global Securities
    Section 2.15                   CUSIP Numbers

ARTICLE III. REDEMPTION
    Section 3.1                    Notice to Trustee
    Section 3.2                    Selection of Securities to be Redeemed
    Section 3.3                    Notice of Redemption
    Section 3.4                    Effect of Notice of Redemption
    Section 3.5                    Deposit of Redemption Price
    Section 3.6                    Securities Redeemed in Part

ARTICLE IV. COVENANTS
    Section 4.1.                   Payment of Principal and Interest
    Section 4.2.                   SEC Reports
    Section 4.3.                   Compliance Certificate
    Section 4.4.                   Stay, Extension and Usury Laws
    Section 4.5.                   Corporate Existence
    Section 4.6.                   Taxes

ARTICLE V. SUCCESSORS
    Section 5.1.                   When Company May Merge, Etc
    Section 5.2.                   Successor Corporation Substituted

ARTICLE VI. DEFAULTS AND REMEDIES
    Section 6.1.                   Events of Default
    Section 6.2.                   Acceleration of maturity; Rescission and
                                   Annulment
    Section 6.3.                   Collection of Indebtedness and Suits for
                                   Enforcement by Trustee
    Section 6.4.                   Trustee May File Proofs of Claim
    Section 6.5.                   Trustee May Enforce Claims Without Possession
                                   of Securities
    Section 6.6.                   Application of money Collected
    Section 6.7.                   Limitation on Suits
    Section 6.8.                   Unconditional Right of Holders to Receive
                                   Principal and Interest
    Section 6.9.                   Restoration of Rights and Remedies
    Section 6.10.                  Rights and Remedies Cumulative
    Section 6.11.                  Delay or Omission Not Waiver
    Section 6.12.                  Control by Holders
    Section 6.13.                  Waiver of Past Defaults
    Section 6.14.                  Undertaking for Costs

ARTICLE VII. TRUSTEE
    Section 7.1.                   Duties of Trustee
    Section 7.2.                   Rights of Trustee
    Section 7.3.                   Individual Rights of Trustee
    Section 7.4.                   Trustee's Disclaimer
    Section 7.5.                   Notice of Defaults
    Section 7.6.                   Reports by Trustee to Holders
    Section 7.7.                   Compensation and Indemnity
    Section 7.8.                   Replacement of Trustee
    Section 7.9.                   Successor Trustee by Merger, etc.
    Section 7.10.                  Eligibility; Disqualification
    Section 7.11.                  Preferential Collection of Claims
                                   Against Company

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE
    Section 8.1                    Satisfaction and Discharge of Indenture
    Section 8.2                    Application of Trust Funds; Indemnification
    Section 8.3                    Legal Defeasance of Securities of any Series
    Section 8.4                    Covenant Defeasance
    Section 8.5                    Repayment to Company

ARTICLE IX. AMENDMENTS AND WAIVERS
    Section 9.1.                   Without Consent of Holders
    Section 9.2.                   With Consent of Holders
    Section 9.3.                   Limitations
    Section 9.4.                   Compliance with Trust Indenture Act
    Section 9.5.                   Revocation and Effect of Consents
    Section 9.6.                   Notation on or Exchange of Securities
    Section 9.7.                   Trustee Protected

ARTICLE X. MISCELLANEOUS
    Section 10.1.                  Trust Indenture Act Controls
    Section 10.2.                  Notices
    Section 10.3.                  Communication by Holders with Other
                                   Holders
    Section 10.4.                  Certificate and Opinion as to Conditions
                                   Precedent
    Section 10.5.                  Statements Required in Certificate
                                   or Opinion
    Section 10.6.                  Rules by Trustee and Agents
    Section 10.7.                  Legal Holidays
    Section 10.8.                  No Recourse Against Others
    Section 10.9.                  Counterparts
    Section 10.10.                 Governing Laws
    Section 10.11.                 No Adverse Interpretation of
                                   Other Agreements
    Section 10.12.                 Successors
    Section 10.13.                 Severability
    Section 10.14.                 Table of Contents, Headings, Etc
    Section 10.15.                 Securities in a Foreign Currency or
                                   in ECU
    Section 10.16.                 Judgment Currency

ARTICLE XI. SINKING FUNDS
    Section 11.1.                  Applicability of Article
    Section 11.2.                  Satisfaction of Sinking Fund
                                   Payments with Securities
    Section 11.3.                  Redemption of Securities for Sinking
                                   Fund


    Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture, dated as of _______, 20__

Section 310(a)(1)            7.10
           (a)(2)            7.10
           (a)(3)            Not  Applicable
           (a)(4)            Not Applicable
           (a)(5)            7.10
           (b)               7.10
Section 311(a)               7.11
           (b)               7.11
           (c)               Not Applicable
Section 312(a)               2.6
           (b)               10.3
           (c)               10.3
 Section 313(a)              7.6
           (b)(1)            7.6
           (b)(2)            7.6
           (c)(1)            7.6
           (d)               7.6
Section 314(a)               4.2, 10.5
           (b)               Not Applicable
           (c)(1)            10.4
           (c)(2)            10.4
           (c)(3)            Not Applicable
           (d)               Not Applicable
           (e)               10.5
           (f)               Not Applicable
Section 315(a)               7.1
           (b)               7.5
           (c)               7.1
           (d)               7.1
           (e)               6.14
Section 316(a)               2.10
                             (a)(1)(A) (a)(1)(B) 6.12 (b) 6.13
Section 317(a)(1)            6.8
           (a)(2)            6.4
           (b)               2.5
Section 318(a)               10.1

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


     Indenture dated as of _________, 20__ between Eagle Bulk Shipping Inc., a
company organized under the laws of the Marshall Islands (the "Company") and
[Name of Trustee], a __________________ (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable  benefit of the Holders of the  Securities  issued  under this
Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1. Definitions.

          "Additional  Amounts" means any additional  amounts which are required
hereby or by any Security,  under circumstances  specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders  specified
therein and which are owing to such Holders.

          "Affiliate" of any specified person means any other person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  person.  For the  purposes  of this  definition,
"control" (including,  with correlative meanings,  the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of such person,  whether  through the
ownership of voting securities or by agreement or otherwise.

          "Agent" means any Registrar, Paying Agent or Service Agent.

          "Authorized  Newspaper"  means a newspaper in an official  language of
the  country of  publication  customarily  published  at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection  with  which  the term is used.  If it  shall be  impractical  in the
opinion of the Trustee to make any  publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall  constitute a sufficient  publication of such
notice.

          "Bearer"  means  anyone  in  possession  from time to time of a Bearer
Security.

          "Bearer  Security"  means any Security,  including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

          "Board of  Directors"  means the Board of  Directors of the Company or
any duly authorized committee thereof.

          "Board  Resolution"  means a copy  of a  resolution  certified  by the
Secretary or an  Assistant  Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to
be in full force and effect on the date of the  certificate and delivered to the
Trustee.

          "Business  Day" means a day (other  than  Saturday or Sunday) on which
the Depository and banks in the City of New York, and banks in the city in which
the Corporate Trust Office of the Trustee is located, is open for business.

          "Certificated  Securities"  means  Securities in the form of physical,
certificated Securities in registered form.

          "Company"  means  the  party  named as such  above  until a  successor
replaces it and thereafter means the successor.

          "Company  Order"  means a  written  order  signed  in the  name of the
Company by two Officers,  one of whom must be the Company's  principal executive
officer, principal financial officer or principal accounting officer.

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

          "Corporate  Trust  Office" means the office of the Trustee at which at
any  particular   time  its  corporate   trust  business  shall  be  principally
administered.

          "Debt" of any person as of any date means,  without  duplication,  all
indebtedness  of such  person  in  respect  of  borrowed  money,  including  all
interest, fees and expenses owed in respect thereto (whether or not the recourse
of the lender is to the whole of the assets of such  person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments.

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

          "Depository"  means,  with  respect  to the  Securities  of any Series
issuable  or  issued  in  whole  or in  part in the  form of one or more  Global
Securities,  the person designated as Depository for such Series by the Company,
which Depository  shall be a clearing agency  registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the  Depository  with respect
to the Securities of such Series.

          "Discount  Security"  means any Security  that  provides for an amount
less  than the  stated  principal  amount  thereof  to be due and  payable  upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

          "Dollars" means the currency of The United States of America.

          "ECU" means the European Currency Unit as determined by the Commission
of the European Union.

          "Event of Default" see Section 6.1.

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

          "Foreign  Currency"  means any  currency or currency  unit issued by a
government other than the government of The United States of America.

          "Foreign  Government  obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government  that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person  controlled or supervised by or acting as an agency or  instrumentality
of such government the timely payment of which is unconditionally  guaranteed as
a full faith and credit  obligation by such  government,  which,  in either case
under  clauses (i) or (ii),  are not callable or redeemable at the option of the
issuer thereof.

          "Global   Security"  or  "Global   Securities"  means  a  Security  or
Securities,  as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of  Securities,  issued to the Depository for
such Series or its nominee,  and  registered  in the name of such  Depository or
nominee.

          "Holder" or  "Securityholder"  means a person in whose name a Security
is registered or the holder of a Bearer Security.

          "Indenture"  means this  Indenture  as  amended  from time to time and
shall include the form and terms of particular Series of Securities  established
as contemplated hereunder.

          "Interest"  with respect to any Discount  Security  which by its terms
bears interest only after Maturity, means interest payable after Maturity.

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

          "Officer"  means  the  Chairman  of  the  Board,  the  President,  any
Vice-President,  the Treasurer,  the Secretary,  any Assistant  Treasurer or any
Assistant Secretary of the Company.

          "Officers'  Certificate"  means a certificate  signed by two Officers,
one of  whom  must  be the  Company's  principal  executive  officer,  principal
financial officer or principal accounting officer.

          "Opinion of Counsel"  means a written  opinion of legal counsel who is
reasonably  acceptable to the Trustee.  Such legal counsel may be an employee of
or counsel to the Company.

          "Participants"  means those Persons  designated as participants by the
Depositary.

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

          "Principal"  of a Security  means the principal of the Security  plus,
when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.

          "Responsible  Officer"  means  any  officer  of  the  Trustee  in  its
Corporate  Trust office and also means,  with respect to a particular  corporate
trust matter,  any other officer to whom any corporate  trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

          "SEC" means the Securities and Exchange Commission.

          "Security" or "Securities"  means the debentures,  notes or other debt
instruments of the Company of any Series  authenticated and delivered under this
Indenture.

          "Series" or "Series of  Securities"  means each series of  debentures,
notes or other debt  instruments of the Company created pursuant to Sections 2.1
and 2.2 hereof.

          "Significant  Subsidiary" means (i) any direct or indirect  Subsidiary
of the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933,
as amended,  as such  regulation  is in effect on the date  hereof,  or (ii) any
group of direct or indirect  Subsidiaries of the Company that, taken together as
a group, would be a "significant  subsidiary" as defined in Article 1, Rule 1-02
of  Regulation  S-X,  promulgated  pursuant to the  Securities  Act of 1933,  as
amended, as such regulation is in effect on the date hereof.

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

          "Subordinated  Indebtedness" means any indebtedness which is expressly
subordinated to the indebtedness evidenced by Securities.

          "Subsidiary" of any specified person means any corporation of which at
least a majority of the outstanding  stock having by the terms thereof  ordinary
voting power for the election of directors of such corporation  (irrespective of
whether  or not at the  time  stock  of any  other  class  or  classes  of  such
corporation  shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by such person,  or
by one or more  other  Subsidiaries,  or by such  person  and one or more  other
Subsidiaries.

          "TIA" means the Trust  Indenture  Act of 1939 (15 U.S.  Code  Sections
77aaa-77bbbb)  as in effect on the date of this  Indenture;  provided,  however,
that in the event the Trust  Indenture  Act of 1939 is amended  after such date,
"TIA" means, to the extent  required by any such amendment,  the Trust Indenture
Act as so amended.

          "Trustee"  means  the  person  named  as the  "Trustee"  in the  first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  person,  "Trustee"  as used  with
respect to the  Securities  of any Series shall mean the Trustee with respect to
Securities of that Series.

          "U.S.  Government  Obligations"  means securities which are (i) direct
obligations  of The United  States of America  for the payment of which its full
faith and  credit is  pledged  or (ii)  obligations  of a person  controlled  or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit obligation by The United States of America,  and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a  depository  receipt  issued by a bank or trust  company as
custodian  with  respect to any such U.S.  Government  Obligation  or a specific
payment of interest on or principal of any such U.S. Government  Obligation held
by such  custodian  for the  account  of the  holder  of a  depository  receipt,
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt  from any  amount  received  by the  custodian  in  respect  of the U.S.
Government Obligation evidenced by such depository receipt.

          "Vessels" means the shipping vessels owned by and registered (or to be
owned by and  registered) in the name of the Company or any of its  Subsidiaries
or  operated by the  Company or any of its  Subsidiaries  pursuant to a lease or
other operating agreement constituting a capital lease obligation,  in each case
together with all related equipment and any additions or improvements.

          "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all
of the Equity  Interests  of which  (other  than Equity  Interests  constituting
directors'  qualifying  shares or shares required to be held by foreign nations,
in each case to the extent  mandated by applicable  law) is owned by the Company
or one or more Wholly Owned Restricted Subsidiaries or by the Company and one or
more Wholly Owned Restricted Subsidiaries.

          Section 1.2. Other Definitions.

                                                 DEFINED IN
TERM                                             SECTION
- -----                                            -------

"Bankruptcy Law"                                    6.1
"Custodian"                                         6.1
"Event of Default"                                  6.1
"Journal"                                         10.15
"Judgment Currency"                               10.16
"Legal Holiday"                                    10.7
"mandatory sinking fund payment"                   11.1
"Market Exchange Rate"                            10.15
"New York Banking Day"                            10.16
"optional sinking fund payment"                    11.1
"Paying Agent"                                      2.4
"Registrar"                                         2.4
"Required Currency"                               10.16
"Service Agent"                                     2.4
"successor person"                                  5.1

          Section 1.3. Incorporation by Reference of Trust Indenture Act.

          Whenever  this  Indenture  refers  to a  provision  of  the  TIA,  the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor"  on the  indenture  securities  means  the  Company  and any
successor obligor upon the Securities.

          All other  terms used in this  Indenture  that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.

          Section 1.4. Rules of Construction.

          Unless the context otherwise requires:

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

          (b) an accounting term not otherwise  defined has the meaning assigned
to it in accordance with generally accepted accounting principles;

          (c) references to "generally  accepted  accounting  principles"  shall
mean generally accepted accounting  principles in effect as of the time when and
for the period as to which such accounting principles are to be applied;

          (d) "or" is not exclusive;

          (e)  words in the  singular  include  the  plural,  and in the  plural
include the singular; and

          (f) provisions apply to successive events and transactions.

                                   ARTICLE II.
                                 THE SECURITIES

          Section 2.1. Issuable in Series.

          The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series.  All Securities of a Series shall be identical except as may
be set forth in a Board  Resolution,  a  supplemental  indenture or an Officers'
Certificate  detailing  the  adoption  of  the  terms  thereof  pursuant  to the
authority  granted  under a Board  Resolution.  In the case of  Securities  of a
Series  to be  issued  from  time  to  time,  the  Board  Resolution,  Officers'
Certificate  or  supplemental  indenture  may  provide  for the  method by which
specified terms (such as interest rate,  maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ between
Series in respect of any matters,  provided that all Series of Securities  shall
be equally and ratably entitled to the benefits of the Indenture.

          Section 2.2. Establishment of Terms of Series of Securities.

          At or prior to the  issuance of any  Securities  within a Series,  the
following  shall be  established  (as to the  Series  generally,  in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series  generally in the case of  Subsections  2.2.2 through  2.2.20) by a Board
Resolution,  a supplemental  indenture or an Officers'  Certificate  pursuant to
authority granted under a Board Resolution:

          2.2.1  the  title,   designation,   aggregate   principal  amount  and
authorized denominations of the Securities of the Series;

          2.2.2 the price or prices, (expressed as a percentage of the aggregate
principal amount thereof) at which the Securities of the Series will be issued;

          2.2.3 the date or dates on which the  principal of the  Securities  of
the Series is payable;

          2.2.4 the rate or rates (which may be fixed or variable) per annum or,
if applicable,  the method used to determine such rate or rates (including,  but
not  limited  to,  any  commodity,  commodity  index,  stock  exchange  index or
financial  index) at which the Securities of the Series shall bear interest,  if
any, the date or dates from which such  interest,  if any, shall commence and be
payable and any regular  record date for the  interest  payable on any  interest
payment date;

          2.2.5 any optional or mandatory  sinking fund provisions or conversion
or  exchangeability  provisions  upon which  Securities  of the Series  shall be
redeemed or purchased;

          2.2.6 the date,  if any,  after which and the price or prices at which
the  Securities of the Series may be optionally  redeemed or must be mandatorily
redeemed and any other terms and provisions of optional or mandatory provisions;

          2.2.7 if other than  denominations of $1,000 and any integral multiple
thereof,  the  denominations  in which the  Securities  of the  Series  shall be
issuable;

          2.2.8 if other  than the full  principal  amount,  the  portion of the
principal  amount of the  Securities  of the Series  that shall be payable  upon
declaration of acceleration pursuant to Section 6.2 or provable in bankruptcy;

          2.2.9 any addition to or change in the Events of Default which applies
to any  Securities  of the Series and any change in the right of the  Trustee or
the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 6.2;

          2.2.10 the currency or currencies,  including composite currencies, in
which payments of principal of,  premium or interest,  if any, on the Securities
of the Series will be payable,  if other than the currency of the United  States
of America;

          2.2.11 if payments of principal  of,  premium or interest,  if any, on
the  Securities of the Series will be payable,  at the Company's  election or at
the  election  of any  Holder,  in a  currency  other  than  that in  which  the
Securities of the Series are stated to be payable,  the period or periods within
which, and the terms and conditions upon which, the election may be made;

          2.2.12 if  payments of  interest,  if any,  on the  Securities  of the
Series  will be payable,  at the  Company's  election or at the  election of any
Holder,  in cash or additional  securities,  and the terms and  conditions  upon
which the election may be made;

          2.2.13 if  denominated  in a  currency  or  currencies  other than the
currency of the United States of America, the equivalent price of the Securities
of the Series in the  currency of the United  States of America for  purposes of
determining the voting rights of Holders of the Securities of the Series;

          2.2.14 if the amount of payments of principal, premium or interest may
be  determined  with  reference to an index,  formula or other method based on a
coin or  currency  other  than that in which the  Securities  of the  Series are
stated to be payable, the manner in which the amounts will be determined;

          2.2.15 any  restrictive  covenants or other material terms relating to
the Securities of the Series, which may not be inconsistent with the Indenture;

          2.2.16 whether the Securities of the Series will be issued in the form
of global securities or certificates in registered or bearer form;

          2.2.17 any terms with respect to subordination;

          2.2.18 any listing on any securities exchange or quotation system;

          2.2.19  additional  provisions,  if any,  related  to  defeasance  and
discharge of the offered debt securities; and

          2.2.20 the applicability of any guarantees.

          All  Securities  of any one Series need not be issued at the same time
and  may be  issued  from  time to  time,  consistent  with  the  terms  of this
Indenture,  if so provided by or pursuant to the Board Resolution,  supplemental
indenture  or  Officers'  Certificate  referred  to  above,  and the  authorized
principal  amount of any Series may not be  increased to provide for issuance of
additional  Securities of such Series,  unless otherwise  provided in such Board
Resolution, supplemental Indenture or Officers' Certificate.

          Section 2.3. Execution and Authentication.

          Two Officers  shall sign the  Securities  for the Company by manual or
facsimile signature.

          If an Officer  whose  signature  is on a Security no longer holds that
office  at  the  time  the  Security  is   authenticated,   the  Security  shall
nevertheless be valid.

          A  Security  shall  not be valid  until  authenticated  by the  manual
signature of the Trustee or an  authenticating  agent.  The  signature  shall be
conclusive  evidence  that  the  Security  has  been  authenticated  under  this
Indenture.

          The  Trustee  shall at any time,  and from time to time,  authenticate
Securities  for original  issue in the  principal  amount  provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by  the  Trustee  of  a  Company   Order.   Such  Company  Order  may  authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly  confirmed  in writing.  Each  Security  shall be dated the date of its
authentication  unless otherwise provided by a Board Resolution,  a supplemental
indenture hereto or an Officers' Certificate.

          The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum  principal amount for such
Series  set  forth in the Board  Resolution,  supplemental  indenture  hereto or
Officers'  Certificate  delivered pursuant to Section 2.2, except as provided in
Section 2.8.

          Prior to the issuance of Securities  of any Series,  the Trustee shall
have  received and (subject to Section 7.2) shall be fully  protected in relying
on:  (a) the  Board  Resolution,  supplemental  indenture  hereto  or  Officers,
Certificate  establishing  the  form  of the  Securities  of that  Series  or of
Securities  within that Series and the terms of the Securities of that Series or
of Securities within that Series,  (b) an Officers'  Certificate  complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

          The  Trustee  shall  have the right to  decline  to  authenticate  and
deliver any  Securities  of such Series:  (a) if the Trustee,  being  advised by
counsel,  determines  that such action may not lawfully be taken;  or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors  and/or  vice-presidents  shall determine that
such action  would  expose the Trustee to personal  liability  to Holders of any
then outstanding Series of Securities.

          The Trustee  may appoint an  authenticating  agent  acceptable  to the
Company to authenticate  Securities.  An  authenticating  agent may authenticate
Securities  whenever the Trustee may do so. Each  reference in this Indenture to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

          Section 2.4. Registrar and Paying Agent.

          The Company shall maintain, with respect to each Series of Securities,
at the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency  where  Securities  of such Series may be  presented or
surrendered for payment ("Paying Agent"), where Securities of such Series may be
surrendered  for  registration of transfer or exchange  ("Registrar")  and where
notices and demands to or upon the Company in respect of the  Securities of such
Series and this Indenture may be served ("Service  Agent").  The Registrar shall
keep a register with respect to each Series of Securities  and to their transfer
and exchange.  The Company will give prompt written notice to the Trustee of the
name and  address,  and any change in the name or  address,  of each  Registrar,
Paying Agent or Service Agent. If at any time the Company shall fail to maintain
any such  required  Registrar,  Paying  Agent or Service  Agent or shall fail to
furnish  the  Trustee  with the name and address  thereof,  such  presentations,
surrenders,  notices and demands  may be made or served at the  Corporate  Trust
Office of the Trustee,  and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

          The  Company  may  also  from  time  to  time  designate  one or  more
co-registrars,  additional  paying agents or additional  service  agents and may
from time to time rescind such  designations;  provided,  however,  that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligations  to maintain a  Registrar,  Paying  Agent and Service  Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or rescission  and of any change in the name or address of any such
co-registrar,  additional  paying agent or additional  service  agent.  The term
"Registrar"  includes any  co-registrar;  the term "Paying  Agent"  includes any
additional  paying agent;  and the term "Service  Agent" includes any additional
service agent.

          The Company hereby appoints the Trustee the initial Registrar,  Paying
Agent and Service Agent for each Series unless another  Registrar,  Paying Agent
or Service Agent,  as the case may be, is appointed prior to the time Securities
of that Series are first issued.

          Section 2.5. Paying Agent to Hold Money in Trust.

          The Company  shall require each Paying Agent other than the Trustee to
agree in writing  that the Paying  Agent will hold in trust,  for the benefit of
Securityholders of any Series of Securities,  or the Trustee,  all money held by
the Paying  Agent for the payment of  principal  of or interest on the Series of
Securities,  and will notify the Trustee of any default by the Company in making
any such payment.  While any such default  continues,  the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may  require a Paying  Agent to pay all money  held by it to the  Trustee.  Upon
payment  over to the  Trustee,  the Paying Agent (if other than the Company or a
Subsidiary)  shall have no further  liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of  Securityholders  of any Series of Securities  all money
held by it as Paying Agent.

          Section 2.6. Securityholder Lists.

          The  Trustee  shall  preserve  in as  current a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TTA
Section 312(a).  If the Trustee is not the Registrar,  the Company shall furnish
to the Trustee at least ten days before each  interest  payment date and at such
other times as the Trustee may request in writing a list, in such form and as of
such date as the Trustee may reasonably  require,  of the names and addresses of
Securityholders of each Series of Securities.

          Section 2.7. Transfer and Exchange.

          Where  Securities  of a Series are  presented  to the  Registrar  or a
co-registrar  with a request to register a transfer  or to exchange  them for an
equal  principal  amount of Securities of the same Series,  the Registrar  shall
register  the  transfer  or make  the  exchange  if its  requirements  for  such
transactions are met. To permit  registrations  of transfers and exchanges,  the
Trustee shall  authenticate  Securities at the Registrar's  request.  No service
charge  shall be made for any  registration  of transfer or exchange  (except as
otherwise expressly permitted herein),  but the Company may require payment of a
sum sufficient to cover any transfer tax or similar  governmental charge payable
in  connection   therewith   (other  than  any  such  transfer  tax  or  similar
governmental  charge  payable upon  exchanges  pursuant to Sections 2.11, 3.6 or
9.6).

          Neither the Company nor the Registrar  shall be required (a) to issue,
register the transfer  of, or exchange  Securities  of any Series for the period
beginning at the opening of business  fifteen  days  immediately  preceding  the
mailing of a notice of  redemption  of  Securities  of that Series  selected for
redemption  and ending at the close of business on the day of such  mailing,  or
(b) to register the transfer of or exchange  Securities of any Series  selected,
called or being called for  redemption as a whole or the portion being  redeemed
of any such Securities selected, called or being called for redemption in part.

          Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

          Every new  Security of any series  issued  pursuant to this Section in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of that Series duly issued hereunder.

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

          Section 2.9. Outstanding Securities.

          The  Securities  outstanding  at  any  time  are  all  the  Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for  cancellation,  those  reductions  in the  interest on a Global  Security
effected  by the  Trustee in  accordance  with the  provisions  hereof and those
described in this Section as not outstanding.

          If a Security  is replaced  pursuant  to Section  2.8, it ceases to be
outstanding  until  the  Trustee  receives  proof  satisfactory  to it that  the
replaced Security is held by a bona fide purchaser.

          If the Paying  Agent  (other  than the  Company,  a  Subsidiary  or an
Affiliate of any thereof)  holds on the Maturity of Securities of a Series money
sufficient to pay such  Securities  payable on that date, then on and after that
date such  Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

          A Security does not cease to be outstanding  because the Company or an
Affiliate holds the Security.

          In determining  whether the Holders of the requisite  principal amount
of  outstanding  Securities  have  given  any  request,  demand,  authorization,
direction,  notice,  consent  or waiver  hereunder,  the  principal  amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the  principal  thereof that would be due and payable as of the
date of such  determination  upon a declaration of  acceleration of the Maturity
thereof pursuant to Section 6.2.

          Section 2.10. Treasury Securities.

          In determining whether the Holders of the required principal amount of
Securities  of a Series have  concurred in any request,  demand,  authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company
or  an  Affiliate  shall  be  disregarded,  except  that  for  the  purposes  of
determining  whether  the  Trustee  shall be  protected  in  relying on any such
request,  demand,  authorization,  direction,  notice,  consent  or waiver  only
Securities  of a  Series  that  the  Trustee  knows  are so  owned  shall  be so
disregarded.

          Section 2.11. Temporary Securities.

          Until  definitive  Securities are ready for delivery,  the Company may
prepare and the Trustee shall authenticate  temporary  securities upon a Company
Order.  Temporary  Securities  shall be  substantially in the form of definitive
Securities but may have  variations that the Company  considers  appropriate for
temporary Securities.  without unreasonable delay, the Company shall prepare and
the Trustee upon request shall  authenticate  definitive  Securities of the same
Series and date of maturity  in  exchange  for  temporary  Securities.  Until so
exchanged,  temporary securities shall have the same rights under this Indenture
as the definitive Securities.

          Section 2.12. Cancellation.

          The  Company at any time may  deliver  Securities  to the  Trustee for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Securities  surrendered to them for  registration  of transfer,  exchange or
payment.  The Trustee  shall cancel all  Securities  surrendered  for  transfer,
exchange,  payment,  replacement or cancellation and shall destroy such canceled
Securities (subject to the record retention requirement of the Exchange Act) and
deliver a certificate  of such  destruction  to the Company,  unless the Company
otherwise  directs.  The  Company  may  not  issue  new  Securities  to  replace
Securities that it has paid or delivered to the Trustee for cancellation.

          Section 2.13. Defaulted Interest.

          If the  Company  defaults  in a  payment  of  interest  on a Series of
Securities,  it shall pay the defaulted interest,  plus, to the extent permitted
by law, any interest payable on the defaulted  interest,  to the persons who are
Securityholders  of the Series on a subsequent  special record date. The Company
shall fix the record date and payment  date.  At least 30 days before the record
date,  the Company shall mail to the Trustee and to each  Securityholder  of the
Series a notice that states the record date,  the payment date and the amount of
interest to be paid. The Company may pay defaulted  interest in any other lawful
manner.

          Section 2.14. Global Securities.

          2.14.1.  Terms  of  Securities.  A Board  Resolution,  a  supplemental
indenture  hereto  or an  officers'  Certificate  shall  establish  whether  the
Securities of a Series shall be issued in whole or in part in the form of one or
more  Global   Securities  and  the  Depository  for  such  Global  Security  or
Securities.

          2.14.2.  Transfer and Exchange.  Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto,  any
Global Security shall be  exchangeable  pursuant to Section 2.7 of the Indenture
for Securities  registered in the names of Holders other than the Depository for
such  Security or its nominee only if (i) such  Depository  notifies the Company
that it is  unwilling  or unable  to  continue  as  Depository  for such  Global
Security  or if at any time  such  Depository  ceases  to be a  clearing  agency
registered  under the Exchange  Act,  and, in either case,  the Company fails to
appoint a successor  Depository  within 90 days of such event,  (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global  Security shall be so exchangeable or (iii) an Event of Default with
respect  to the  Securities  represented  by such  Global  Security  shall  have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding  sentence shall be exchangeable for Securities  registered in such
names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

          Except as provided in this Section  2.14.2,  a Global Security may not
be transferred  except as a whole by the Depository  with respect to such Global
Security to a nominee of such  Depository,  by a nominee of such  Depository  to
such  Depository or another  nominee of such  Depository or by the Depository or
any such  nominee to a  successor  Depository  or a nominee of such a  successor
Depository.

          2.14.3.  Legend.  Any Global  Security  issued  hereunder shall bear a
legend in substantially the following form:

          "This  Security  is a  Global  Security  within  the  meaning  of  the
Indenture  hereinafter  referred  to  and  is  registered  in  the  name  of the
Depository or a nominee of the  Depository.  This Security is  exchangeable  for
Securities  registered in the name of a person other than the  Depository or its
nominee only in the limited  circumstances  described in the Indenture,  and may
not be  transferred  except as a whole by the  Depository  to a  nominee  of the
Depository,  by a nominee of the Depository to the Depository or another nominee
of the  Depository  or by the  Depository  or any such  nominee  to a  successor
Depository or a nominee of such a successor Depository."

          2.14.4.  Acts of Holders.  The  Depository,  as a Holder,  may appoint
agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

          2.14.5.  Payments.   Notwithstanding  the  other  provisions  of  this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and interest,  if any, on any Global  Security shall be made to
the Holder thereof at their registered office.

          2.14.6.  Consents,  Declaration and Directions.  Except as provided in
Section 2.14.5,  the Company,  the Trustee and any Agent shall treat a person as
the Holder of such  principal  amount of  outstanding  Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global  Security,  for purposes of obtaining
any consents,  declarations,  waivers or directions  required to be given by the
Holders pursuant to this Indenture.

          Section 2.15. CUSIP Numbers.

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

                                  ARTICLE III.
                                   REDEMPTION

          Section 3.1. Notice to Trustee.

          The Company may, with respect to any series of Securities, reserve the
right to redeem and pay the Series of  Securities  or may covenant to redeem and
pay the Series of Securities  or any part thereof  prior to the Stated  Maturity
thereof at such time and on such terms as provided for in such Securities.  If a
Series of  Securities  is  redeemable  and the Company  wants or is obligated to
redeem  prior  to the  Stated  Maturity  thereof  all or part of the  Series  of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the  redemption  date and the principal  amount of Series of Securities to be
redeemed.  The  Company  shall  give the  notice  at least  45 days  before  the
redemption date (or such shorter notice as may be acceptable to the Trustee).

          Section 3.2. Selection of Securities to be Redeemed.

          Unless  otherwise  indicated  for  a  particular  Series  by  a  Board
Resolution,  a supplemental indenture or an Officers' Certificate,  if less than
all the Securities of a Series are to be redeemed,  the Trustee shall select the
Securities  of the Series to be redeemed  in any manner  that the Trustee  deems
fair and  appropriate.  The Trustee shall make the selection from  Securities of
the Series  outstanding not previously  called for  redemption.  The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000.  Securities of the Series and portions of
them it selects  shall be in amounts of $1,000 or whole  multiples of $1,000 or,
with  respect  to  Securities  of any  Series  issuable  in other  denominations
pursuant to Section 2.2.7,  the minimum  principal  denomination for each Series
and integral  multiples  thereof.  Provisions  of this  Indenture  that apply to
Securities  of a  Series  called  for  redemption  also  apply  to  portions  of
Securities of that Series called for redemption.

          Section 3.3. Notice of Redemption.

          Unless   otherwise   indicated  for  a  particular   Series  by  Board
Resolution,  a supplemental  indenture  hereto or an officers'  Certificate,  at
least 30 days but not more than 60 days before a  redemption  date,  the Company
shall mail a notice of  redemption  by  first-class  mail to each  Holder  whose
Securities  are to be redeemed  and if any Bearer  Securities  are  outstanding,
publish on one occasion a notice in an Authorized Newspaper.

          The notice shall  identify the Securities of the Series to be redeemed
and shall state:

          (a) the redemption date;

          (b) the redemption price;

          (c) the name and address of the Paying Agent;

          (d) that  Securities  of the  Series  called  for  redemption  must be
surrendered to the Paying Agent to collect the redemption price;

          (e) that interest on  Securities  of the Series called for  redemption
ceases to accrue on and after the redemption date; and

          (f) any  other  information  as may be  required  by the  terms of the
particular Series or the Securities of a Series being redeemed.

          At the  Company's  request,  the  Trustee  shall  give the  notice  of
redemption in the Company's name and at its expense.

          Section 3.4. Effect of Notice of Redemption.

          Once  notice of  redemption  is mailed or  published  as  provided  in
Section 3.3, Securities of a Series called for redemption become due and payable
on the redemption  date and at the redemption  price. A notice of redemption may
not be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the redemption price plus accrued interest to the redemption date.

          Section 3.5. Deposit of Redemption Price.

          On or before the  redemption  date, the Company shall deposit with the
Paying  Agent  money  sufficient  to pay the  redemption  price  of and  accrued
interest, if any, on all Securities to be redeemed on that date.

          Section 3.6. Securities Redeemed in Part.

          Upon  surrender  of a Security  that is redeemed in part,  the Trustee
shall authenticate for the Holder a new Security of the same Series and the same
maturity  equal in principal  amount to the  unredeemed  portion of the Security
surrendered.

                                   ARTICLE IV.
                                    COVENANTS

          Section 4.1. Payment of Principal and Interest.

          The  Company  covenants  and agrees for the  benefit of the Holders of
each Series of Securities  that it will duly and punctually pay the principal of
and interest,  if any, on the  Securities of that Series in accordance  with the
terms of such Securities and this Indenture.

          Section 4.2. SEC Reports.

          The Company shall deliver to the Trustee within 15 days after it files
them  with  the  SEC  copies  of the  annual  reports  and  of the  information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC  pursuant to Section 13 or 15(d) of the  Exchange  Act. The
Company also shall comply with the other provisions of TIA Section 314(a).

          Section 4.3. Compliance Certificate.

          The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an officers certificate signed by two of the
Company's  officers  stating that a review of the  activities of the Company and
its  Subsidiaries  during  the  preceding  fiscal  year has been made  under the
supervision  of the  signing  Officers  with a view to  determining  whether the
Company has kept,  observed,  performed and fulfilled its obligations under this
Indenture,   and  further  stating,   as  to  each  such  Officer  signing  such
certificate,  that to the best of his knowledge the Company has kept,  observed,
performed and fulfilled each and every covenant  contained in this Indenture and
is  not in  default  in  the  performance  or  observance  of any of the  terms,
provisions  and  conditions  hereof (or, if a Default or Event of Default  shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge).

          The Company will, so long as any of the  Securities  are  outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default,  an Officers'  Certificate  specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

          Section 4.4. Stay, Extension and Usury Laws.

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

          Section 4.5. Corporate Existence.

          Subject  to  Article  V, the  Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence and the corporate,  partnership or other existence of each Significant
Subsidiary in accordance  with the respective  organizational  documents of each
Significant  Subsidiary  and the rights  (charter and  statutory),  licenses and
franchises of the Company and its Significant Subsidiaries;  provided,  however,
that the Company  shall not be required to preserve  any such right,  license or
franchise,  or the corporate,  partnership or other existence of any Significant
Subsidiary,  if the Board of Directors  shall  determine  that the  preservation
thereof is no longer desirable in the conduct of the business of the Company and
its  Subsidiaries  taken as a whole and that the loss  thereof is not adverse in
any material respect to the Holders.

          Section 4.6. Taxes.

          The  company   shall,   and  shall  cause  each  of  its   Significant
Subsidiaries   to,  pay  prior  to  delinquency   all  taxes,   assessments  and
governmental  levies,  except as  contested  in good  faith  and by  appropriate
proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

          Section 5.1. When Company May Merge, Etc.

          The Company shall not consolidate  with or merge into any other person
in a transaction in which we are not the surviving entity,  or convey,  transfer
or lease all or substantially  all of its properties and assets to any person (a
"successor person"), unless:

          (a) the successor person (if any) is a corporation, partnership, trust
or other entity organized and validly existing under the laws of the Marshall
Islands or any U.S. domestic jurisdiction and expressly assumes the Company's
obligations on the Securities and under this Indenture and

          (b) immediately after giving effect to the transaction,  no Default or
Event of Default, shall have occurred and be continuing.

          The Company shall deliver to the Trustee prior to the  consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
opinion of Counsel stating that the proposed  transaction and such  supplemental
indenture comply with this Indenture.

          Section 5.2. Successor Corporation Substituted.

          Upon any consolidation or merger,  or any sale,  lease,  conveyance or
other  disposition of all or  substantially  all of the assets of the Company in
accordance  with  Section  5.1,  the  successor   corporation   formed  by  such
consolidation or into or with which the Company is merged or to which such sale,
lease,  conveyance  or  other  disposition  is made  shall  succeed  to,  and be
substituted  for, and may exercise  every right and power of, the Company  under
this Indenture  with the same effect as if such successor  person has been named
as the Company herein;  provided,  however,  that the predecessor company in the
case of a sale,  lease,  conveyance or other  disposition  shall not be released
from  the  obligation  to pay the  principal  of and  interest,  if any,  on the
Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

          Section 6.1. Events of Default.

          "Event of Default," wherever used herein with respect to securities of
any Series,  means any one of the following  events,  unless in the establishing
Board  Resolution,  supplemental  indenture  or  Officers'  Certificate,  it  is
provided that such Series shall not have the benefit of said Event of Default:

          (a)  default in the payment of any  interest  on any  Security of that
Series when it becomes due and payable,  and  continuance  of such default for a
period of 30 days (unless the entire  amount of such payment is deposited by the
Company with the Trustee or with a Paying Agent prior to the  expiration of such
period of 30 days); or

          (b) default in the payment of the  principal  of any  Security of that
Series at its Maturity; or

          (c) default in the deposit of any sinking  fund  payment,  when and as
due in respect of any Security of that Series; or

          (d)  default  in the  performance  or  breach of any  covenant  of the
Company in this Indenture,  which default  continues  uncured for a period of 60
days after there has been given, by registered or certified mail, to the Company
by the  Trustee or to the Company and the Trustee by the Holders of at least 25%
in  principal  amount of the  outstanding  Securities  of that  Series a written
notice  specifying  such  default or breach and  requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

          (e) a default under any Debt of the Company  (including a default with
respect to Securities  of any Series other than that Series) or any  Subsidiary,
whether such Debt now exists or shall hereafter be created,  if (A) such default
results  from the  failure to pay any such Debt when it becomes due and (B) such
Debt is not discharged or such  acceleration is not rescinded or annulled within
30 days  after  written  notice to the  Company by the holder or holders of such
Debt in the manner  provided for in the applicable  debt  instrument;  provided,
that if the  default  with  respect  to such  Debt is  remedied  or cured by the
Company or waived by the holders of such Debt before  entry of judgment in favor
of the relevant trustee,  then the Event of Default under this Indenture will be
deemed likewise to have been remedied, cured or waived; or

          (f) the Company  pursuant  to or within the meaning of any  Bankruptcy
Law:

               (i) commences a voluntary case,

               (ii)  consents to the entry of an order for relief  against it in
an involuntary case,

               (iii) consents to the appointment of a Custodian of it or for all
or substantially all of its property,

               (iv) makes a general assignment for the benefit of its creditors,
or

               (v)  generally is unable to pay its debts as the same become due;
or

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

               (i) is for relief  against the Company or any of its  Significant
Subsidiaries in an involuntary case,

               (ii)   appoints  a  Custodian  of  the  Company  or  any  of  its
Significant Subsidiaries or for all or substantially all of its property, or

               (iii)  orders  the  liquidation  of  the  Company  or  any of its
Significant Subsidiaries,

and the order or decree remains unstayed and in effect for 60 days; or

          (h) any other Event of Default  provided with respect to Securities of
that Series, which is specified in a Board Resolution,  a supplemental indenture
hereto or an Officers' Certificate, in accordance with Section 2.2.18.

          No Event of Default with respect to a particular  Series of Securities
(except with respect to subsections (f) and (g) above)  necessarily  constitutes
an Event of Default with respect to any other Series of Securities.

          The term  "Bankruptcy  Law" means title 11,  U.S.  Code or any similar
Federal or State law for the relief of debtors.  The term "Custodian"  means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

          Section 6.2. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default with respect to Securities of any Series at the
time outstanding  occurs and is continuing,  then in every such case the Trustee
or the  Holders  of not less than 25% in  principal  amount  of the  outstanding
Securities  of  that  Series  may  declare  the  principal  amount  (or,  if any
Securities of that Series are Discount Securities, such portion of the principal
amount as may be specified in the terms of such  Securities)  of and accrued and
unpaid  interest,  if any, on all of the Securities of that Series to be due and
payable  immediately,  by a notice in writing to the Company (and to the Trustee
if given by Holders),  and upon any such  declaration  such principal amount (or
specified  amount)  and  accrued  and  unpaid  interest,  if any,  shall  become
immediately due and payable.

          The  Holders of not less than a majority  in  principal  amount of the
outstanding  Securities of that Series,  by written  notice to the Trustee,  may
rescind any  declaration of  acceleration  of such Securities of that Series and
its consequences if all existing Events of Default (other than the nonpayment of
principal of or interest on such  Securities  that shall have become due by such
declaration) shall have been cured or waived.

          Section 6.3.  Collection of Indebtedness  and Suits for Enforcement by
Trustee.

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

          Section 6.4. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership,  insolvency, liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to the  Company  or any other  obligor  upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole  amount of  principal  and
interest  owing and unpaid in respect of the  Securities  and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable  compensation,  expenses,
disbursements  and advances of the  Trustee,  its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

          (b) to collect  and receive  any moneys or other  property  payable or
deliverable on any such claims and to distribute the same,

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

          Nothing herein  contained  shall be deemed to authorize the Trustee to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the  rights of any  Holder  thereof or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          Section  6.5.  Trustee  May  Enforce  Claims  Without   Possession  of
Securities.

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

          Section 6.6. Application of Money Collected.

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

and

          First:  To the payment of all amounts  due the Trustee  under  Section
7.7;

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

          Third: To the Company.

          Section 6.7. Limitation on Suits.

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

          (a) such Holder has previously  given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that Series;

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

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

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

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

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

          Section 6.8.  Unconditional  Right of Holders to Receive Principal and
Interest.

          Notwithstanding  any other provision in this Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  Unconditional,  to
receive  payment of the principal of and  interest,  if any, on such Security on
the Stated Maturity or Stated Maturities  expressed in such Security (or, in the
case of  redemption,  on the  redemption  date)  and to  institute  suit for the
enforcement of any such payment,  and such rights shall not be impaired  without
the consent of such Holder.

          Section 6.9. Restoration of Rights and Remedies.

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

          Section 6.10. Rights and Remedies Cumulative.

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

          Section 6.11. Delay or Omission Not Waiver.

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

          Section 6.12. Control by Holders.

          The  Holders  of a majority  in  principal  amount of the  outstanding
Securities  of any Series  shall  have the right to direct the time,  method and
place of conducting any proceeding for any remedy  available to the Trustee,  or
exercising  any trust or power  conferred  on the  Trustee,  with respect to the
Securities of such Series, provided that

          (a) such  direction  shall not be in conflict  with any rule of law or
with this Indenture,

          (b) the Trustee may take any other  action  deemed  proper b)o Trustee
which is not inconsistent with such direction, and

          (c) subject to the  provisions  of Section 6.1, the Trustee shall have
the right to decline to follow any such  direction  if the Trustee in good faith
shall, by a Responsible Officer of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.

          Section 6.13. Waiver of Past Defaults.

          The  Holders of not less than a majority  in  principal  amount of the
outstanding  Securities  of any Series  may on behalf of the  Holders of all the
Securities of such Series waive any past Default  hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided,  however, that the Holders
of a majority in principal  amount of the  outstanding  Securities of any Series
may rescind an acceleration and its consequences,  including any related payment
default  that  resulted  from such  acceleration).  Upon any such  waiver,  such
Default shall cease to exist,  and any Event of Default arising  therefrom shall
be deemed to have been cured,  for every purpose of this Indenture;  but no such
waiver  shall  extend to any  subsequent  or other  Default  or impair any right
consequent thereon.

          Section 6.14. Undertaking for Costs.

          All parties to this Indenture  agree,  and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed,  that any court may in
its discretion  require,  in any suit for the enforcement of any right or remedy
under this  Indenture,  or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee,  the filing by any party  litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs,  including  reasonable  attorneys' fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Company,  to any suit  instituted by the Trustee,  to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated  Maturities  expressed in
such Security (or, in the case of redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

          Section 7.1. Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall  exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their  exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

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

               (i)  The  Trustee   need  perform  only  those  duties  that  are
specifically set forth in this Indenture and no others.

               (ii) in the  absence of bad faith on its part,  the  Trustee  may
conclusively  rely, as to the truth of the statements and the correctness of the
opinions expressed therein,  upon officers'  Certificates or Opinions of Counsel
furnished to the Trustee and conforming to the  requirements  of this Indenture;
however,  in the case of any such officers'  Certificates or opinions of Counsel
which by any provisions hereof are specifically  required to be furnished to the
Trustee,  the Trustee shall examine such officers'  Certificates and opinions of
Counsel to  determine  whether or not they conform to the  requirements  of this
Indenture.

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

               (i) This paragraph does not limit the effect of paragraph (b) of

               (ii) The  Trustee  shall not be liable for any error of  judgment
made in good  faith by a  Responsible  officer,  unless  it is  proved  that the
Trustee was negligent in ascertaining the pertinent facts.

               (iii) The Trustee  shall not be liable with respect to any action
taken,  suffered or omitted to be taken by it with respect to  Securities of any
Series in good  faith in  accordance  with the  direction  of the  Holders  of a
majority  in  principal  amount of the  outstanding  Securities  of such  Series
relating to the time,  method and place of  conducting  any  proceeding  for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such Series.

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

          (e) The Trustee  may refuse to perform any duty or exercise  any right
or power  unless it  receives  indemnity  satisfactory  to it against  any loss,
liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the  Trustee  need not be  segregated  from other  funds  except to the
extent required by law.

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

          (h) The Paying Agent, the Registrar and any authenticating agent shall
be entitled to the protections, immunities and standard of care as are set forth
in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.

          Section 7.2. Rights of Trustee.

          (a) The  Trustee  may rely on and  shall be  protected  in  acting  or
refraining  from acting as a result of its  reasonable  belief that any document
was genuine and had been signed or presented by the proper  person.  The Trustee
need not investigate any fact or matter stated in the document.

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

          (c) The Trustee may act  through  agents and shall not be  responsible
for the misconduct or negligence of any agent appointed with due care;  provided
that  such  agent  agree  as a  condition  to its  engagement  that it  shall be
responsible to the Company for its own  misconduct or negligence.  No Depository
shall be deemed an agent of the Trustee and the Trustee shall not be responsible
for any act or omission by any Depository.

          (d) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

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

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

          Section 7.3. Individual Rights of Trustee.

          The Trustee in its  individual  or any other  capacity  may become the
owner or pledgee of  securities  and may  otherwise  deal with the Company or an
Affiliate  with the same rights it would have if it were not Trustee.  Any Agent
may do the same with like rights.  The Trustee is also subject to Sections  7.10
and 7.11.

          Section 7.4. Trustee's Disclaimer.

          The Trustee makes no  representation as to the validity or adequacy of
this Indenture or the Securities,  it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.

          Section 7.5. Notice of Defaults.

          If a Default or Event of Default occurs and is continuing with respect
to the  Securities of any Series and if it is known to a Responsible  Officer of
the Trustee,  the Trustee shall mail to each Securityholder of the Securities of
that  Series  and,  if any Bearer  Securities  are  outstanding,  publish on one
occasion  in an  Authorized  Newspaper,  notice of a Default or Event of Default
within 90 days after it occurs or, if later, after a Responsible  Officer of the
Trustee has knowledge of such Default or Event of Default. Except in the case of
a Default or Event of Default in payment  of  principal  of or  interest  on any
Security of any Series,  the Trustee may  withhold  the notice if and so long as
its corporate trust committee or a committee of its Responsible Officers in good
faith   determines   that   withholding  the  notice  is  in  the  interests  of
Securityholders of that Series.

          Section 7.6. Reports by Trustee to Holders.

          Within 60 days after May 15 in each year,  the Trustee shall  transmit
by mail to all  Securityholders,  as their  names  and  addresses  appear on the
register kept by the Registrar and, if any Bearer  Securities  are  outstanding,
publish in an Authorized  Newspaper,  a brief report dated as of such May 15, in
accordance with, and to the extent required under, TIA Section 313.

          A copy of each report at the time of its mailing to Securityholders of
any  Series  shall be filed with the SEC and each  stock  exchange  on which the
Securities  of that Series are listed.  The Company  shall  promptly  notify the
Trustee when Securities of any Series are listed on any stock exchange.

          Section 7.7. Compensation and Indemnity.

          The  Company  shall pay to the  Trustee  from time to time  reasonable
compensation for its services.  The Trustee's  compensation shall not be limited
by any law on compensation  of a trustee of an express trust.  The Company shall
reimburse  the Trustee upon request for all  reasonable  out-of-pocket  expenses
incurred by it. Such expenses  shall  include the  reasonable  compensation  and
expenses of the Trustee's agents and counsel.

          The  Company  shall  indemnify  the  Trustee  (including  the  cost of
defending  itself) against any loss,  liability or expense incurred by it except
as set forth in the next  paragraph in the  performance of its duties under this
Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly of
any claim for which it may seek  indemnity.  The Company  shall defend the claim
and the Trustee  shall  cooperate in the defense.  The Trustee may have separate
counsel  and the  Company  shall pay the  reasonable  fees and  expenses of such
counsel.  The Company need not pay for any settlement  made without its consent,
which consent shall not be unreasonably  withheld.  This  indemnification  shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

          The Company need not  reimburse  any expense or indemnify  against any
loss liability  incurred by the Trustee or by any officer,  director,  employee,
shareholder or agent of the Trustee through negligence or bad faith.

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

          When the Trustee incurs expenses or renders services after an Event of
Default  specified  in  Section  6.1(f)  or (g)  occurs,  the  expenses  and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any Bankruptcy Law.

          Section 7.8. Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor  Trustee's  acceptance of
appointment as provided in this Section.

          The Trustee may resign with respect to the  Securities  of one or more
Series by so  notifying  the  Company.  The Holders of a majority  in  principal
amount of the  Securities  of any Series may remove the Trustee  with respect to
that Series by so notifying the Trustee and the Company.  The Company may remove
the Trustee with respect to Securities of one or more Series if:

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

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a Custodian or public  officer  takes charge of the Trustee or its
property; or

          (d) the Trustee becomes incapable of acting.

          If the  Trustee  resigns or is  removed or if a vacancy  exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,  the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor  Trustee with respect to the  Securities  of any one or
more  Series  does not take  office  within 60 days after the  retiring  Trustee
resigns or is removed,  the retiring  Trustee,  the Company or the Holders of at
least 10% in principal  amount of the  Securities of the  applicable  Series may
petition any court of competent  jurisdiction for the appointment of a successor
Trustee.

          If the  Trustee  with  respect  to the  Securities  of any one or more
Series fails to comply with Section 7.10, any  Securityholder  of the applicable
Series may petition any court of competent  jurisdiction  for the removal of the
Trustee and the appointment of a successor Trustee.

          A  successor  Trustee  shall  deliver  a  written  acceptance  of  its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor  Trustee  subject  to the  lien  provided  for  in  Section  7.7,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
with  respect  to each  Series of  Securities  for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its succession
to each  Securityholder  of each such Series and, if any Bearer  Securities  are
outstanding,  publish  such notice on one occasion in an  Authorized  Newspaper.
Notwithstanding  replacement  of the Trustee  pursuant to this  Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring  trustee with  respect to expenses and  liabilities  incurred by it
prior to such replacement.

          Section 7.9. Successor Trustee by Merger, etc.

          If  the  Trustee  consolidates  with,  merges  or  converts  into,  or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  successor  corporation  without  any further act shall be the
successor Trustee.

          Section 7.10. Eligibility; Disqualification.

          This  Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirements  of TIA Section  310(a)(1),  (2) and (5). The Trustee  shall always
have a combined capital and surplus of at least  $25,000,000 as set forth in its
most recent published annual report of condition.  The Trustee shall comply with
TIA Section 310(b).

          Section 7.11. Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA Section  311(a),  excluding any creditor
relationship  listed in TIA Section  311(b).  A Trustee who has resigned or been
removed shall be subject to TTA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

          Section 8.1. Satisfaction and Discharge of Indenture.

          This Indenture  shall upon Company Order cease to be of further effect
(except as hereinafter  provided in this Section 8.1),  and the Trustee,  at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when

          (a) either

               (i) all Securities theretofore authenticated and delivered (other
than  Securities  that have been  destroyed,  lost or stolen  and that have been
replaced or paid) have been delivered to the Trustee for cancellation; or

               (ii) all such Securities not theretofore delivered to the Trustee
for cancellation have become due and payable, or

                    (1) have become due and payable, or

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

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

                    (4) are deemed paid and discharged  pursuant to section 8.3,
as applicable;

and the Company,  in the case of (1), (2) or (3) above,  has deposited or caused
to be  deposited  with the Trustee as trust funds in trust an amount  sufficient
for the  purpose  of paying and  discharging  the  entire  indebtedness  on such
Securities  not  theretofore  delivered  to the  Trustee for  cancellation,  for
principal  and interest to the date of such  deposit (in the case of  Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

          (b) the Company  has paid or caused to be paid all other sums  payable
hereunder by the Company; and

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

          Notwithstanding the satisfaction and discharge of this Indenture,  the
obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall survive.

          Section 8.2. Application of Trust Funds; Indemnification.

          (a) Subject to the provisions of Section 8.5, all money deposited with
the Trustee pursuant to Section 8.1, all money and U.S.  Government  Obligations
or Foreign Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4 and all money  received by the Trustee in respect of U.S.  Government
Obligations  or  Foreign  Government  Obligations  deposited  with  the  Trustee
pursuant  to Section  8.3 or 8.4,  shall be held in trust and  applied by it, in
accordance  with the  provisions of the Securities  and this  Indenture,  to the
payment,  either  directly or through any Paying  Agent  (including  the Company
acting as its own Paying  Agent) as the  Trustee may  determine,  to the persons
entitled thereto, of the principal and interest for whose payment such money has
been deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Sections 8.3 or 8.4.

          (b) The Company shall pay and shall  indemnify the Trustee against any
tax,  fee or  other  charge  imposed  on or  assessed  against  U.S.  Government
obligations or Foreign Government Obligations deposited pursuant to Sections 8.3
or 8.4 or the interest  and  principal  received in respect of such  obligations
other than any payable by or on behalf of Holders.

          (c) The Trustee  shall deliver or pay to the Company from time to time
upon  Company  Request any U.S.  Government  obligations  or Foreign  Government
obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the
opinion  of  a  nationally  recognized  firm  of  independent  certified  public
accountants  expressed  in a  written  certification  thereof  delivered  to the
Trustee,  are then in excess of the  amount  thereof  which then would have been
required  to be  deposited  for the  purpose  for  which  such  U.S.  Government
Obligations  or  Foreign  Government  Obligations  or money  were  deposited  or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government  Obligations  or  Foreign  Government  Obligations  held  under  this
Indenture.

          Section 8.3. Legal Defeasance of Securities of any Series.

          Unless this  Section 8.3 is otherwise  specified,  pursuant to Section
2.2-20,  to be  inapplicable  to Securities of any Series,  the Company shall be
deemed  to  have  paid  and  discharged  the  entire  indebtedness  on  all  the
outstanding  Securities  of such  Series  on the 91st day  after the date of the
deposit  referred to in  subparagraph  (d) hereof,  and the  provisions  of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee,  at the expense of the company,  shall, at
Company Request,  execute proper instruments  acknowledging the same), except as
to:

          (a) the rights of Holders of  Securities  of such  Series to  receive,
from the trust funds  described in subparagraph  (d) hereof,  (i) payment of the
principal  of  and  each  installment  of  principal  of  and  interest  on  the
outstanding  Securities of such Series on the Stated  Maturity of such principal
or  installment  of principal or interest and (ii) the benefit of any  mandatory
sinking fund payments  applicable to the Securities of such Series on the day on
which such  payments  are due and payable in  accordance  with the terms of this
Indenture and the Securities of such Series;

          (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and

          (c) the rights, powers, trust and immunities of the Trustee hereunder;

provided that, the following conditions shall have been satisfied:

          (d) the  Company  shall  have  deposited  or  caused  to be  deposited
irrevocably  with the  Trustee as trust funds in trust for the purpose of making
the  following  payments,  specifically  pledged as security  for and  dedicated
solely  to the  benefit  of the  Holders  of such  Securities  W in the  case of
Securities of such Series denominated in Dollars, cash in Dollars (or such other
money or currencies as shall then be legal tender in the United  States)  and/or
U.S.  Government  Obligations,  or (ii) in the case of Securities of such Series
denominated  in a Foreign  Currency  (other  than a composite  currency),  money
and/or Foreign Government obligations, which through the payment of interest and
principal in respect thereof,  in accordance with their terms, will provide (and
without  reinvestment  and  assuming  no tax  liability  will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash,  sufficient,  in the opinion of a nationally  recognized firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  to pay and discharge  each  installment  of principal
(including  mandatory  sinking fund or analogous  payments) of and interest,  if
any,  on all the  Securities  of such Series on the dates such  installments  of
interest or principal are due;

          (e) such  deposit  will not  result  in a breach or  violation  of, or
constitute a default under,  this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

          (f) no Default or Event of Default with respect to the  Securities  of
such Series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

          (g) the  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  and an opinion of Counsel to the effect  that (i) the  Company  has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling, or (ii) since the date of execution of this Indenture,  there has been a
change in the  applicable  Federal  income tax law, in either case to the effect
that,  and based thereon such opinion of Counsel shall confirm that, the Holders
of the  Securities  of such Series will not recognize  income,  gain or loss for
Federal  income  tax  purposes  as a  result  of such  deposit,  defeasance  and
discharge  and will be subject to Federal  income tax on the same  amount and in
the same  manner  and at the same  times  as  would  have  been the case if such
deposit, defeasance and discharge had not occurred;

          (h) the  Company  shall have  delivered  to the  Trustee an  Officers'
Certificate stating that the deposit was not made by the Company with the intent
of  preferring  the  Holders of the  Securities  of such  Series  over any other
creditors of the company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

          (i) such  deposit  shall not  result in the  trust  arising  from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940,  as amended),  or such trust shall be  qualified  under such Act or
exempt from regulation thereunder; and

          (j) the  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  and an  opinion  of  Counsel,  each  stating  that  all  conditions
precedent  provided for relating to the defeasance  contemplated by this Section
have been complied with.

          Section 8.4. Covenant Defeasance.

          Unless this  Section 8.4 is  otherwise  specified  pursuant to Section
2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day
after the date of the  deposit  referred  to in  subparagraph  (a)  hereof,  the
Company may omit to comply with any term, provision or condition set forth under
Sections 4.2, 4.3,  4.4, 4.5, 4.6, and 5.1 as well as any  additional  covenants
contained  in a  supplemental  indenture  hereto  for  a  particular  Series  of
Securities or a Board Resolution or an Officers'  Certificate delivered pursuant
to Section 2.2.20 (and the failure to comply with any such  covenants  shall not
constitute a Default or Event of Default under  Section 6.1) and the  occurrence
of any event  described  in clause (e) of  Section  6.1 shall not  constitute  a
Default or Event of Default  hereunder,  with respect to the  Securities of such
Series, provided that the following conditions shall have been satisfied:

          (a) With  reference to this Section 8.4, the Company has  deposited or
caused to be irrevocably  deposited  (except as provided in Section 8.2(c)) with
the Trustee as trust funds in trust,  specifically  pledged as security for, and
dedicated  solely to, the benefit of the Holders of such  Securities  (i) in the
case of Securities of such Series  denominated  in Dollars,  cash in Dollars (or
such  other  money or  currencies  as shall  then be legal  tender in the United
States) and/or U.S. Government obligations, or (ii) in the case of Securities of
such Series denominated in a Foreign Currency (other than a composite currency),
money  and/or  Foreign  Government  obligations,  which  through  the payment of
interest and principal in respect thereof,  in accordance with their terms, will
provide (and without  reinvestment and assuming no tax liability will be imposed
on such  Trustee),  not later than one day before the due date of any payment of
money, an amount in cash, sufficient,  in the opinion of a nationally recognized
firm  of  independent  certified  public  accountants  expressed  in  a  written
certification  thereof delivered to the Trustee,  to pay principal and interest,
if any, on and any mandatory  sinking fund in respect of the  Securities of such
Series on the dates such installments of interest or principal are due;

          (b) Such  deposit  will not  result  in a breach or  violation  of, or
constitute a default under,  this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

          (c) No Default or Event of Default with respect to the  Securities  of
such Series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

          (d) the  company  shall have  delivered  to the  Trustee an opinion of
Counsel  confirming  that  Holders of the  Securities  of such  Series  will not
recognize  income,  gain or loss for federal  income tax purposes as a result of
such  deposit and  defeasance  and will be subject to federal  income tax on the
same  amounts,  in the same  manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

          (e) the  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  stating the deposit was not made by the Company  with the intent of
preferring the Holders of the Securities of such Series over any other creditors
of the  Company  or  with  the  intent  of  defeating,  hindering,  delaying  or
defrauding any other creditors of the Company; and

          (f) The  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  and an  opinion  of  Counsel,  each  stating  that  all  conditions
precedent  herein  provided for relating to the defeasance  contemplated by this
Section have been complied with.

          Section 8.5. Repayment to Company.

          The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal  and  interest  that remains
unclaimed for two years. After that,  Securityholders entitled to the money must
look to the  Company  for  payment as  general  creditors  unless an  applicable
abandoned property law designates another person.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

          Section 9.1. Without Consent of Holders.

          The Company and the Trustee may amend or supplement  this Indenture or
the Securities of one or more Series without the consent of any Securityholder:

          (a) to cure any ambiguity, defect or inconsistency;

          (b) to comply with Article V;

          (c) to provide  for  uncertificated  Securities  in  addition to or in
place of certificated Securities;

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

          (e) to provide for the  issuance of and  establish  the form and terms
and conditions of Securities of any Series as permitted by this Indenture;

          (f)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the  Securities of one or more
Series and to add to or change any of the  provisions of this Indenture as shall
be  necessary  to provide for or  facilitate  the  administration  of the trusts
hereunder by more than one Trustee; or

          (g) to  comply  with  requirements  of the SEC in order to  effect  or
maintain the qualification of this Indenture under the TIA.

          Section 9.2. With Consent of Holders.

          The Company and the  Trustee may enter into a  supplemental  indenture
with the  written  consent of the  Holders of at least a majority  in  principal
amount of the outstanding Securities of all Series affected by such supplemental
indenture,   taken  together  as  one  class  (including  consents  obtained  in
connection  with a tender  offer or exchange  offer for the  Securities  of such
Series),  for the purpose of adding any  provisions to or changing in any manner
or eliminating  any of the  provisions of this Indenture or of any  supplemental
indenture  or of modifying  in any manner the rights of the  Securityholders  of
each such Series.  Except as provided in Section 6.13, the Holders of at least a
majority  in  principal  amount  of the  outstanding  Securities  of all  Series
affected by such waiver by notice to the  Trustee,  taken  together as one class
(including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series) may waive  compliance by the Company with any
provision of this Indenture or the Securities with respect to such Series.

          It shall not be necessary for the consent of the Holders of Securities
under  this  Section  9.2  to  approve  the  particular  form  of  any  proposed
supplemental  indenture or waiver,  but it shall be  sufficient  if such consent
approves the substance thereof.  After a supplemental  indenture or waiver under
this  section  becomes  effective,  the  Company  shall  mail to the  Holders of
Securities  affected thereby and, if any Bearer Securities  affected thereby are
outstanding,  publish  on one  occasion  in an  Authorized  Newspaper,  a notice
briefly  describing  the  supplemental  indenture or waiver.  Any failure by the
Company to mail or  publish  such  notice,  or any  defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
indenture or waiver.

          Section 9.3. Limitations.

          Without the consent of each Securityholder  affected,  an amendment or
waiver may not:

          (a) change the amount of  Securities  whose Holders must consent to an
amendment, supplement or waiver;

          (b)  reduce  the rate of or change the  interest  payment  time on any
Security or alter the redemption provisions with respect thereto (other than the
provisions  relating to Sections 4.10 and 4.17, other than any alteration to any
such Section which would not materially adversely affect the legal rights of any
Holder  under this  Indenture)  or the price at which the Company is required to
offer to purchase the Securities;

          (c) reduce the principal or change the Stated Maturity of any Security
or reduce the  amount of, or  postpone  the date fixed for,  the  payment of any
sinking fund or analogous obligation;

          (d) reduce the principal  amount of Discount  Securities  payable upon
acceleration of the maturity thereof;

          (e)  waive a  Default  or  Event  of  Default  in the  payment  of the
principal  of or  interest,  if any, on any  Security  (except a  rescission  of
acceleration  of the  Securities  of any  Series  by the  Holders  of at least a
majority in principal amount of the outstanding  Securities of such Series and a
waiver of the payment default that resulted from such acceleration);

          (f) make the principal of or interest, if any, on any Security payable
in any currency other than that stated in the Security;

          (g) make any change in Sections 6.8, 6.13, 9.3 (this sentence),  10.15
or 10.16; or

          (h) waive a redemption  payment with respect to any Security or change
any of the provisions with respect to the redemption of any Securities.

          Section 9.4. Compliance with Trust Indenture Act.

          Every  amendment to this  Indenture or the  Securities  of one or more
Series shall be set forth in a supplemental  indenture hereto that complies with
the TIA as then in effect.

          Section 9.5. Revocation and Effect of Consents.

          Until an amendment or waiver becomes  effective,  a consent to it by a
Holder of a Security is a continuing  consent by the Holder and every subsequent
Holder of a Security or portion of a Security  that  evidences  the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any  Security.  However,  any such  Holder or  subsequent  Holder may revoke the
consent as to his Security or portion of a Security if the Trustee  receives the
notice of revocation before the date the amendment or waiver becomes effective.

          Any amendment or waiver once effective shall bind every Securityholder
of each Series  affected by such  amendment  or waiver  unless it is of the type
described  in any of clauses (a) through (g) of Section  9.3. in that case,  the
amendment or waiver shall bind each Holder of a Security who has consented to it
and  every  subsequent  Holder of a  Security  or  portion  of a  Security  that
evidences the same debt as the consenting Holder's Security.

          Section 9.6. Notation on or Exchange of Securities.

          The Trustee may place an  appropriate  notation  about an amendment or
waiver on any Security of any Series  thereafter  authenticated.  The Company in
exchange  for  Securities  of  that  Series  may  issue  and the  Trustee  shall
authenticate  upon  request  new  Securities  of that  Series  that  reflect the
amendment or waiver.

          Section 9.7. Trustee Protected.

          In  executing,  or accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  7.1) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted  by  this  Indenture.   The  Trustee  shall  sign  all
supplemental indentures,  except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

          Section 10.1. Trust Indenture Act Controls.

          If any provision of this  Indenture  limits,  qualifies,  or conflicts
with  another  provision  which is  required  or deemed to be  included  in this
Indenture by the TIA, such required or deemed provision shall control.

          Section 10.2. Notices.

          Any notice or communication by the Company or the Trustee to the other
is duly given if in writing  and  delivered  in person or mailed by  first-class
mail:

if to the Company:

Eagle Bulk Shipping Inc.
477 Madison Avenue
New York, NY  10022

if to the Trustee:

[Name of Trustee]
[Address]

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

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

Attention:
            --------------

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

          Any notice or  communication  to a  Securityholder  shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and,
if any Bearer Securities are outstanding,  published in an Authorized Newspaper.
Failure to mail a notice or communication  to a Securityholder  of any Series or
any  defect  in it shall  not  affect  its  sufficiency  with  respect  to other
Securityholders of that or any other Series.

          If a notice or  communication  is mailed or  published  in the  manner
provided above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.

          If the company mails a notice or communication to Securityholders,  it
mail a copy to the Trustee and each Agent at the same time.

          Section 10.3. Communication by Holders with Other Holders.

          Securityholders of any Series may communicate  pursuant to TIA Section
312(b)  with  other  Securityholders  of that  Series or any other  Series  with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company,  the Trustee,  the Registrar and anyone else shall have
the protection of TIA Section 312(c).

          Section 10.4. Certificate and opinion as to Conditions Precedent.

          Upon any request or  application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

          (b) an opinion of Counsel stating that, in the opinion of counsel, all
such conditions precedent have been complied with.

          Section 10.5. Statements Required in Certificate or opinion.

          Each  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant  provided for in this Indenture  (other than a certificate
provided pursuant to TIA Section  314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

          (d) a statement  as to whether or not, in the opinion of such  person,
such condition or covenant has been complied with.

          Section 10.6. Rules by Trustee and Agents.

          The  Trustee may make  reasonable  rules for action by or a meeting of
Securityholders  of one or more Series.  Any Agent may make reasonable rules and
set reasonable requirements for its functions.

          Section 10.7. Legal Holidays.

          Unless otherwise provided by Board Resolution,  officers'  Certificate
or supplemental  indenture for a particular Series, a "Legal Holiday" is any day
that is not a Business  Day. If a payment date is a Legal  Holiday at a place of
payment,  payment may be made at that place on the next  succeeding  day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

          Section 10.8. No Recourse Against Others.

          A director,  officer, employee or stockholder, as such, of the Company
shall  not have any  liability  for any  obligations  of the  Company  under the
Securities  or the  Indenture  or for any claim  based on, in  respect  of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

          Section 10.9. Counterparts.

          This  Indenture may be executed in any number of  counterparts  and by
the  parties  hereto in  separate  counterparts,  each of which when so executed
shall  be  deemed  to be an  original  and all of  which  taken  together  shall
constitute one and the same agreement.

          Section 10.10. Governing Laws.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK  EXCLUDING (TO THE GREATEST  EXTENT  POSSIBLE) ANY RULE OF LAW
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION  OTHER THAN THE
STATE OF NEW YORK.

          Section 10.11. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

          Section 10.12. Successors.

          All  agreements of the Company in this  Indenture  and the  Securities
shall bind its successor.  All agreements of the Trustee in this Indenture shall
bind its successor.

          Section 10.13. Severability.

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

          Section 10.14. Table of Contents, Headings, Etc.

          The Table of  Contents,  Cross  Reference  Table,  and headings of the
Articles and Sections of this  Indenture  have been inserted for  convenience of
reference  only,  are not to be  considered a part  hereof,  and shall in no way
modify or restrict any of the terms or provisions hereof.

          Section 10.15. Securities in a Foreign Currency or in ECU.

          Unless  otherwise  specified  in a Board  Resolution,  a  supplemental
indenture hereto or an Officers'  Certificate  delivered pursuant to Section 2.2
of this  Indenture with respect to a particular  Series of Securities,  whenever
for  purposes  of this  Indenture  any action  may be taken by the  Holders of a
specified  percentage in aggregate  principal amount of Securities of all Series
or all Series affected by a particular  action at the time  outstanding  and, at
such time, there are outstanding  Securities of any Series which are denominated
in a coin or currency other than Dollars  (including  ECUs),  then the principal
amount of Securities of such Series which shall be deemed to be outstanding  for
the purpose of taking such action  shall be that amount of Dollars that could be
obtained for such amount at the Market  Exchange Rate at such time. For purposes
of this Section 10.15,  "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable  transfers of that  currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange  determined  by the  Commission of
the  European  Union (or any  successor  thereto) as  published  in the Official
Journal of the European union (such  publication  or any successor  publication,
the  "Journal").  If such Market  Exchange  Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs,  the rate of exchange as published in the Journal,
as of the most recent  available  date, or  quotations  or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or in the
country  of  issue of the  currency  in  question  or,  in the case of ECUs,  in
Luxembourg or such other  quotations or, in the case of ECUs,  rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate.  The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series  denominated  in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

          All decisions and  determinations  of the Trustee regarding the Market
Exchange  Rate or any  alternative  determination  provided for in the preceding
paragraph  shall be in its sole discretion and shall, in the absence of manifest
error,  be  conclusive  to the  extent  permitted  by law for all  purposes  and
irrevocably binding upon the Company and all Holders.

          Section 10.16. Judgment Currency.

          The Company  agrees,  to the fullest extent that it may effectively do
so under  applicable  law, that (a) if for the purpose of obtaining  judgment in
any court it is necessary to convert the sum due in respect of the  principal of
or  interest or other  amount on the  Securities  of any Series  (the  "Required
Currency")  into a currency in which a judgment will be rendered (the  "Judgment
Currency"),  the rate of exchange  used shall be the rate at which in accordance
with normal  banking  procedures  the Trustee could  purchase in The City of New
York the Required  Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then,  the rate of exchange used shall be the rate at which in  accordance  with
normal banking procedures the Trustee could purchase in The City of New York the
Required  Currency  with  the  Judgment  Currency  on the New York  Banking  Day
preceding  the day on which final  unappealable  judgment is entered and (b) its
obligations  under this Indenture to make payments in the Required  Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment  (whether or not entered in  accordance  with  subsection  (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required  Currency  expressed to be payable in respect of such  payments,
(ii) shall be enforceable  as an  alternative or additional  cause of action for
the purpose of recovering in the Required  Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so  expressed to be payable,  and (iii) shall not be affected by judgment  being
obtained  for any  other sum due  under  this  Indenture.  For  purposes  of the
foregoing,  "New York Banking Day" means any day except a Saturday,  Sunday or a
legal  holiday  in The  City  of New  York on  which  banking  institutions  are
authorized or required by law, regulation or executive order to close.

                                   ARTICLE XI.
                                  SINKING FUNDS

          Section 11.1. Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Securities of a Series,  except as otherwise permitted
or  required by any form of  Security  of such  Series  issued  pursuant to this
Indenture.

          The minimum  amount of any sinking  fund  payment  provided for by the
terms of the  Securities  of any Series is herein  referred  to as a  "mandatory
sinking  fund  payment"  and any  other  amount  provided  for by the  terms  of
Securities  of such Series is herein  referred to as an  "optional  sinking fund
payment." If provided  for by the terms of  Securities  of any Series,  the cash
amount of any sinking  fund  payment may be subject to  reduction as provided in
Section 11.2.  Each sinking fund payment  shall be applied to the  redemption of
Securities of any Series as provided for by the terms of the  securities of such
Series.

          Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

          The  Company  may, in  satisfaction  of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to
the terms of such Securities (1) deliver  outstanding  Securities of such Series
to which  such  sinking  fund  payment  is  applicable  (other  than any of such
Securities  previously  called for mandatory  sinking fund  redemption)  and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been previously so credited.
Such  Securities  shall be received by the Trustee,  together  with an Officers'
Certificate  with respect  thereto,  not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery  or credit of  Securities  in lieu of cash  payments  pursuant  to this
Section 11.2,  the principal  amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000,  the
Trustee  need not call  Securities  of such Series for  redemption,  except upon
receipt of a Company  Order  that such  action be taken,  and such cash  payment
shall  be  held by the  Trustee  or a  Paying  Agent  and  applied  to the  next
succeeding  sinking fund payment,  provided,  however,  that the Trustee or such
Paying  Agent shall from time to time upon  receipt of a Company  Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon  delivery by the Company to the Trustee of  Securities of that
Series  purchased by the Company having an unpaid  principal amount equal to the
cash payment required to be released to the Company.

          Section 11.3. Redemption of Securities for Sinking Fund.

          Not  less  than 45  days  (unless  otherwise  indicated  in the  Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular  Series of Securities)  prior to each sinking fund payment date for
any Series of  Securities,  the Company will deliver to the Trustee an Officers'
Certificate  specifying  the amount of the next ensuing  mandatory  sinking fund
payment  for that  Series  pursuant  to the terms of that  Series,  the  portion
thereof,  if any,  which is to be  satisfied  by payment of cash and the portion
thereof,  if any,  which is to be  satisfied  by  delivering  and  crediting  of
Securities of that Series pursuant to Section 11.2., and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall  thereupon be obligated to pay the amount  therein  specified.
Not less than 30 days  (unless  otherwise  indicated  in the  Board  Resolution,
Officers'  Certificate  or  supplemental  indenture  in respect of a  particular
Series of  Securities)  before each such  sinking  fund payment date the Trustee
shall select the  Securities  to be redeemed upon such sinking fund payment date
in the  manner  specified  in  Section  3.2 and cause  notice of the  redemption
thereof  to be given in the name of and at the  expense  of the  Company  in the
manner  provided  in Section  3.3.  Such  notice  having  been duly  given,  the
redemption of such Securities shall stated in Sections 3.4, 3.5 and 3.6.

            [The Remainder of this page is intentionally left blank.]


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

                                     Eagle Bulk Shipping Inc.

                                     By: /s/ [TBD]
                                       -------------------
                                     Name: [TBD]
                                     Its: [Chief Accounting Officer and
                                     Company Secretary]

                                     [Name of Trustee]

                                     By:___________________________
                                     Name:
                                     Its:

EX-4.8

                                                                 Exhibit 4.8

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

                            EAGLE BULK SHIPPING INC.

                             SUBORDINATED INDENTURE

                            Dated as of ______, 20__

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

                                [Name of Trustee]

                                     Trustee

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



ARTICLE I : DEFINITIONS AND INCORPORATION BY REFERENCE
    Section 1.1                    Definitions
    Section 1.2.                   Other Definitions
    Section 1.3.                   Incorporation by Reference of
                                   Trust Indenture Act
    Section 1.4.                   Rules of Construction

ARTICLE II. THE SECURITIES
    Section 2.1.                   Issuable in Series
    Section 2.2.                   Establishment of Terms of Series
                                   of Securities
    Section 2.3.                   Execution and Authentication
    Section 2.4.                   Registrar and Paying Agent
    Section 2.5.                   Paying Agent to Hold money in Trust
    Section 2.6.                   Securityholder Lists
    Section 2.7.                   Transfer and Exchange
    Section 2.8                    Mutilated, Destroyed, Lost and Stolen
                                   Securities
    Section 2.9                    Outstanding Securities
    Section 2.10                   Treasury Securities
    Section 2.11                   Temporary Securities
    Section 2.12                   Cancellation
    Section 2.13                   Defaulted Interest
    Section 2.14                   Global Securities
    Section 2.15                   CUSIP Numbers

ARTICLE III. REDEMPTION
    Section 3.1                    Notice to Trustee
    Section 3.2                    Selection of Securities to be Redeemed
    Section 3.3                    Notice of Redemption
    Section 3.4                    Effect of Notice of Redemption
    Section 3.5                    Deposit of Redemption Price
    Section 3.6                    Securities Redeemed in Part

ARTICLE IV. COVENANTS
    Section 4.1.                   Payment of Principal and Interest
    Section 4.2.                   SEC Reports
    Section 4.3.                   Compliance Certificate
    Section 4.4.                   Stay, Extension and Usury Laws
    Section 4.5.                   Corporate Existence
    Section 4.6.                   Taxes

ARTICLE V. SUCCESSORS
    Section 5.1.                   When Company May Merge, Etc
    Section 5.2.                   Successor Corporation Substituted

ARTICLE VI. DEFAULTS AND REMEDIES
    Section 6.1.                   Events of Default
    Section 6.2.                   Acceleration of maturity; Rescission and
                                   Annulment
    Section 6.3.                   Collection of Indebtedness and Suits for
                                   Enforcement by Trustee
    Section 6.4.                   Trustee May File Proofs of Claim
    Section 6.5.                   Trustee May Enforce Claims Without Possession
                                   of Securities
    Section 6.6.                   Application of money Collected
    Section 6.7.                   Limitation on Suits
    Section 6.8.                   Unconditional Right of Holders to Receive
                                   Principal and Interest
    Section 6.9.                   Restoration of Rights and Remedies
    Section 6.10.                  Rights and Remedies Cumulative
    Section 6.11.                  Delay or Omission Not Waiver
    Section 6.12.                  Control by Holders
    Section 6.13.                  Waiver of Past Defaults
    Section 6.14.                  Undertaking for Costs

ARTICLE VII. TRUSTEE
    Section 7.1.                   Duties of Trustee
    Section 7.2.                   Rights of Trustee
    Section 7.3.                   Individual Rights of Trustee
    Section 7.4.                   Trustee's Disclaimer
    Section 7.5.                   Notice of Defaults
    Section 7.6.                   Reports by Trustee to Holders
    Section 7.7.                   Compensation and Indemnity
    Section 7.8.                   Replacement of Trustee
    Section 7.9.                   Successor Trustee by Merger, etc.
    Section 7.10.                  Eligibility; Disqualification
    Section 7.11.                  Preferential Collection of Claims
                                   Against Company

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE
    Section 8.1                    Satisfaction and Discharge of Indenture
    Section 8.2                    Application of Trust Funds; Indemnification
    Section 8.3                    Legal Defeasance of Securities of any Series
    Section 8.4                    Covenant Defeasance
    Section 8.5                    Repayment to Company

ARTICLE IX. AMENDMENTS AND WAIVERS
    Section 9.1.                   Without Consent of Holders
    Section 9.2.                   With Consent of Holders
    Section 9.3.                   Limitations
    Section 9.4.                   Compliance with Trust Indenture Act
    Section 9.5.                   Revocation and Effect of Consents
    Section 9.6.                   Notation on or Exchange of Securities
    Section 9.7.                   Trustee Protected

ARTICLE X. MISCELLANEOUS
    Section 10.1.                  Trust Indenture Act Controls
    Section 10.2.                  Notices
    Section 10.3.                  Communication by Holders with Other
                                   Holders
    Section 10.4.                  Certificate and Opinion as to Conditions
                                   Precedent
    Section 10.5.                  Statements Required in Certificate
                                   or Opinion
    Section 10.6.                  Rules by Trustee and Agents
    Section 10.7.                  Legal Holidays
    Section 10.8.                  No Recourse Against Others
    Section 10.9.                  Counterparts
    Section 10.10.                 Governing Laws
    Section 10.11.                 No Adverse Interpretation of
                                   Other Agreements
    Section 10.12.                 Successors
    Section 10.13.                 Severability
    Section 10.14.                 Table of Contents, Headings, Etc
    Section 10.15.                 Securities in a Foreign Currency or
                                   in ECU
    Section 10.16.                 Judgment Currency

ARTICLE XI. SINKING FUNDS
    Section 11.1.                  Applicability of Article
    Section 11.2.                  Satisfaction of Sinking Fund
                                   Payments with Securities
    Section 11.3.                  Redemption of Securities for Sinking
                                   Fund


    Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture, dated as of _______, 20__

Section 310(a)(1)            7.10
           (a)(2)            7.10
           (a)(3)            Not  Applicable
           (a)(4)            Not Applicable
           (a)(5)            7.10
           (b)               7.10
Section 311(a)               7.11
           (b)               7.11
           (c)               Not Applicable
Section 312(a)               2.6
           (b)               10.3
           (c)               10.3
 Section 313(a)              7.6
           (b)(1)            7.6
           (b)(2)            7.6
           (c)(1)            7.6
           (d)               7.6
Section 314(a)               4.2, 10.5
           (b)               Not Applicable
           (c)(1)            10.4
           (c)(2)            10.4
           (c)(3)            Not Applicable
           (d)               Not Applicable
           (e)               10.5
           (f)               Not Applicable
Section 315(a)               7.1
           (b)               7.5
           (c)               7.1
           (d)               7.1
           (e)               6.14
Section 316(a)               2.10
                             (a)(1)(A) (a)(1)(B) 6.12 (b) 6.13
Section 317(a)(1)            6.8
           (a)(2)            6.4
           (b)               2.5
Section 318(a)               10.1

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


     Indenture dated as of _________, 20__ between Eagle Bulk Shipping Inc., a
company organized under the laws of the Marshall Islands (the "Company") and
[Name of Trustee], a __________________ (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable  benefit of the Holders of the  Securities  issued  under this
Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1. Definitions.

          "Additional  Amounts" means any additional  amounts which are required
hereby or by any Security,  under circumstances  specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders  specified
therein and which are owing to such Holders.

          "Affiliate" of any specified person means any other person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  person.  For the  purposes  of this  definition,
"control" (including,  with correlative meanings,  the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of such person,  whether  through the
ownership of voting securities or by agreement or otherwise.

          "Agent" means any Registrar, Paying Agent or Service Agent.

          "Authorized  Newspaper"  means a newspaper in an official  language of
the  country of  publication  customarily  published  at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection  with  which  the term is used.  If it  shall be  impractical  in the
opinion of the Trustee to make any  publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall  constitute a sufficient  publication of such
notice.

          "Bearer"  means  anyone  in  possession  from time to time of a Bearer
Security.

          "Bearer  Security"  means any Security,  including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

          "Board of  Directors"  means the Board of  Directors of the Company or
any duly authorized committee thereof.

          "Board  Resolution"  means a copy  of a  resolution  certified  by the
Secretary or an  Assistant  Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to
be in full force and effect on the date of the  certificate and delivered to the
Trustee.

          "Business  Day" means a day (other  than  Saturday or Sunday) on which
the Depository and banks in the City of New York, and banks in the city in which
the Corporate Trust Office of the Trustee is located, is open for business.

          "Certificated  Securities"  means  Securities in the form of physical,
certificated Securities in registered form.

          "Company"  means  the  party  named as such  above  until a  successor
replaces it and thereafter means the successor.

          "Company  Order"  means a  written  order  signed  in the  name of the
Company by two Officers,  one of whom must be the Company's  principal executive
officer, principal financial officer or principal accounting officer.

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

          "Corporate  Trust  Office" means the office of the Trustee at which at
any  particular   time  its  corporate   trust  business  shall  be  principally
administered.

          "Debt" of any person as of any date means,  without  duplication,  all
indebtedness  of such  person  in  respect  of  borrowed  money,  including  all
interest, fees and expenses owed in respect thereto (whether or not the recourse
of the lender is to the whole of the assets of such  person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments.

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

          "Depository"  means,  with  respect  to the  Securities  of any Series
issuable  or  issued  in  whole  or in  part in the  form of one or more  Global
Securities,  the person designated as Depository for such Series by the Company,
which Depository  shall be a clearing agency  registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the  Depository  with respect
to the Securities of such Series.

          "Discount  Security"  means any Security  that  provides for an amount
less  than the  stated  principal  amount  thereof  to be due and  payable  upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

          "Dollars" means the currency of The United States of America.

          "ECU" means the European Currency Unit as determined by the Commission
of the European Union.

          "Event of Default" see Section 6.1.

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

          "Foreign  Currency"  means any  currency or currency  unit issued by a
government other than the government of The United States of America.

          "Foreign  Government  obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government  that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person  controlled or supervised by or acting as an agency or  instrumentality
of such government the timely payment of which is unconditionally  guaranteed as
a full faith and credit  obligation by such  government,  which,  in either case
under  clauses (i) or (ii),  are not callable or redeemable at the option of the
issuer thereof.

          "Global   Security"  or  "Global   Securities"  means  a  Security  or
Securities,  as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of  Securities,  issued to the Depository for
such Series or its nominee,  and  registered  in the name of such  Depository or
nominee.

          "Holder" or  "Securityholder"  means a person in whose name a Security
is registered or the holder of a Bearer Security.

          "Indenture"  means this  Indenture  as  amended  from time to time and
shall include the form and terms of particular Series of Securities  established
as contemplated hereunder.

          "Interest"  with respect to any Discount  Security  which by its terms
bears interest only after Maturity, means interest payable after Maturity.

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

          "Officer"  means  the  Chairman  of  the  Board,  the  President,  any
Vice-President,  the Treasurer,  the Secretary,  any Assistant  Treasurer or any
Assistant Secretary of the Company.

          "Officers'  Certificate"  means a certificate  signed by two Officers,
one of  whom  must  be the  Company's  principal  executive  officer,  principal
financial officer or principal accounting officer.

          "Opinion of Counsel"  means a written  opinion of legal counsel who is
reasonably  acceptable to the Trustee.  Such legal counsel may be an employee of
or counsel to the Company.

          "Participants"  means those Persons  designated as participants by the
Depositary.

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

          "Principal"  of a Security  means the principal of the Security  plus,
when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.

          "Responsible  Officer"  means  any  officer  of  the  Trustee  in  its
Corporate  Trust office and also means,  with respect to a particular  corporate
trust matter,  any other officer to whom any corporate  trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

          "SEC" means the Securities and Exchange Commission.

          "Security" or "Securities"  means the debentures,  notes or other debt
instruments of the Company of any Series  authenticated and delivered under this
Indenture.

          "Series" or "Series of  Securities"  means each series of  debentures,
notes or other debt  instruments of the Company created pursuant to Sections 2.1
and 2.2 hereof.

          "Significant  Subsidiary" means (i) any direct or indirect  Subsidiary
of the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933,
as amended,  as such  regulation  is in effect on the date  hereof,  or (ii) any
group of direct or indirect  Subsidiaries of the Company that, taken together as
a group, would be a "significant  subsidiary" as defined in Article 1, Rule 1-02
of  Regulation  S-X,  promulgated  pursuant to the  Securities  Act of 1933,  as
amended, as such regulation is in effect on the date hereof.

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

          "Subordinated  Indebtedness" means any indebtedness which is expressly
subordinated to the indebtedness evidenced by Securities.

          "Subsidiary" of any specified person means any corporation of which at
least a majority of the outstanding  stock having by the terms thereof  ordinary
voting power for the election of directors of such corporation  (irrespective of
whether  or not at the  time  stock  of any  other  class  or  classes  of  such
corporation  shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by such person,  or
by one or more  other  Subsidiaries,  or by such  person  and one or more  other
Subsidiaries.

          "TIA" means the Trust  Indenture  Act of 1939 (15 U.S.  Code  Sections
77aaa-77bbbb)  as in effect on the date of this  Indenture;  provided,  however,
that in the event the Trust  Indenture  Act of 1939 is amended  after such date,
"TIA" means, to the extent  required by any such amendment,  the Trust Indenture
Act as so amended.

          "Trustee"  means  the  person  named  as the  "Trustee"  in the  first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  person,  "Trustee"  as used  with
respect to the  Securities  of any Series shall mean the Trustee with respect to
Securities of that Series.

          "U.S.  Government  Obligations"  means securities which are (i) direct
obligations  of The United  States of America  for the payment of which its full
faith and  credit is  pledged  or (ii)  obligations  of a person  controlled  or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit obligation by The United States of America,  and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a  depository  receipt  issued by a bank or trust  company as
custodian  with  respect to any such U.S.  Government  Obligation  or a specific
payment of interest on or principal of any such U.S. Government  Obligation held
by such  custodian  for the  account  of the  holder  of a  depository  receipt,
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt  from any  amount  received  by the  custodian  in  respect  of the U.S.
Government Obligation evidenced by such depository receipt.

          "Vessels" means the shipping vessels owned by and registered (or to be
owned by and  registered) in the name of the Company or any of its  Subsidiaries
or  operated by the  Company or any of its  Subsidiaries  pursuant to a lease or
other operating agreement constituting a capital lease obligation,  in each case
together with all related equipment and any additions or improvements.

          "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all
of the Equity  Interests  of which  (other  than Equity  Interests  constituting
directors'  qualifying  shares or shares required to be held by foreign nations,
in each case to the extent  mandated by applicable  law) is owned by the Company
or one or more Wholly Owned Restricted Subsidiaries or by the Company and one or
more Wholly Owned Restricted Subsidiaries.

          Section 1.2. Other Definitions.

                                                 DEFINED IN
TERM                                             SECTION
- -----                                            -------

"Bankruptcy Law"                                    6.1
"Custodian"                                         6.1
"Event of Default"                                  6.1
"Journal"                                         10.15
"Judgment Currency"                               10.16
"Legal Holiday"                                    10.7
"mandatory sinking fund payment"                   11.1
"Market Exchange Rate"                            10.15
"New York Banking Day"                            10.16
"optional sinking fund payment"                    11.1
"Paying Agent"                                      2.4
"Registrar"                                         2.4
"Required Currency"                               10.16
"Service Agent"                                     2.4
"successor person"                                  5.1

          Section 1.3. Incorporation by Reference of Trust Indenture Act.

          Whenever  this  Indenture  refers  to a  provision  of  the  TIA,  the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor"  on the  indenture  securities  means  the  Company  and any
successor obligor upon the Securities.

          All other  terms used in this  Indenture  that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.

          Section 1.4. Rules of Construction.

          Unless the context otherwise requires:

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

          (b) an accounting term not otherwise  defined has the meaning assigned
to it in accordance with generally accepted accounting principles;

          (c) references to "generally  accepted  accounting  principles"  shall
mean generally accepted accounting  principles in effect as of the time when and
for the period as to which such accounting principles are to be applied;

          (d) "or" is not exclusive;

          (e)  words in the  singular  include  the  plural,  and in the  plural
include the singular; and

          (f) provisions apply to successive events and transactions.

                                   ARTICLE II.
                                 THE SECURITIES

          Section 2.1. Issuable in Series.

          The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series.  All Securities of a Series shall be identical except as may
be set forth in a Board  Resolution,  a  supplemental  indenture or an Officers'
Certificate  detailing  the  adoption  of  the  terms  thereof  pursuant  to the
authority  granted  under a Board  Resolution.  In the case of  Securities  of a
Series  to be  issued  from  time  to  time,  the  Board  Resolution,  Officers'
Certificate  or  supplemental  indenture  may  provide  for the  method by which
specified terms (such as interest rate,  maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ between
Series in respect of any matters,  provided that all Series of Securities  shall
be equally and ratably entitled to the benefits of the Indenture.

          Section 2.2. Establishment of Terms of Series of Securities.

          At or prior to the  issuance of any  Securities  within a Series,  the
following  shall be  established  (as to the  Series  generally,  in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series  generally in the case of  Subsections  2.2.2 through  2.2.20) by a Board
Resolution,  a supplemental  indenture or an Officers'  Certificate  pursuant to
authority granted under a Board Resolution:

          2.2.1  the  title,   designation,   aggregate   principal  amount  and
authorized denominations of the Securities of the Series;

          2.2.2 the price or prices, (expressed as a percentage of the aggregate
principal amount thereof) at which the Securities of the Series will be issued;

          2.2.3 the date or dates on which the  principal of the  Securities  of
the Series is payable;

          2.2.4 the rate or rates (which may be fixed or variable) per annum or,
if applicable,  the method used to determine such rate or rates (including,  but
not  limited  to,  any  commodity,  commodity  index,  stock  exchange  index or
financial  index) at which the Securities of the Series shall bear interest,  if
any, the date or dates from which such  interest,  if any, shall commence and be
payable and any regular  record date for the  interest  payable on any  interest
payment date;

          2.2.5 any optional or mandatory  sinking fund provisions or conversion
or  exchangeability  provisions  upon which  Securities  of the Series  shall be
redeemed or purchased;

          2.2.6 the date,  if any,  after which and the price or prices at which
the  Securities of the Series may be optionally  redeemed or must be mandatorily
redeemed and any other terms and provisions of optional or mandatory provisions;

          2.2.7 if other than  denominations of $1,000 and any integral multiple
thereof,  the  denominations  in which the  Securities  of the  Series  shall be
issuable;

          2.2.8 if other  than the full  principal  amount,  the  portion of the
principal  amount of the  Securities  of the Series  that shall be payable  upon
declaration of acceleration pursuant to Section 6.2 or provable in bankruptcy;

          2.2.9 any addition to or change in the Events of Default which applies
to any  Securities  of the Series and any change in the right of the  Trustee or
the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 6.2;

          2.2.10 the currency or currencies,  including composite currencies, in
which payments of principal of,  premium or interest,  if any, on the Securities
of the Series will be payable,  if other than the currency of the United  States
of America;

          2.2.11 if payments of principal  of,  premium or interest,  if any, on
the  Securities of the Series will be payable,  at the Company's  election or at
the  election  of any  Holder,  in a  currency  other  than  that in  which  the
Securities of the Series are stated to be payable,  the period or periods within
which, and the terms and conditions upon which, the election may be made;

          2.2.12 if  payments of  interest,  if any,  on the  Securities  of the
Series  will be payable,  at the  Company's  election or at the  election of any
Holder,  in cash or additional  securities,  and the terms and  conditions  upon
which the election may be made;

          2.2.13 if  denominated  in a  currency  or  currencies  other than the
currency of the United States of America, the equivalent price of the Securities
of the Series in the  currency of the United  States of America for  purposes of
determining the voting rights of Holders of the Securities of the Series;

          2.2.14 if the amount of payments of principal, premium or interest may
be  determined  with  reference to an index,  formula or other method based on a
coin or  currency  other  than that in which the  Securities  of the  Series are
stated to be payable, the manner in which the amounts will be determined;

          2.2.15 any  restrictive  covenants or other material terms relating to
the Securities of the Series, which may not be inconsistent with the Indenture;

          2.2.16 whether the Securities of the Series will be issued in the form
of global securities or certificates in registered or bearer form;

          2.2.17 any terms with respect to subordination;

          2.2.18 any listing on any securities exchange or quotation system;

          2.2.19  additional  provisions,  if any,  related  to  defeasance  and
discharge of the offered debt securities; and

          2.2.20 the applicability of any guarantees.

          All  Securities  of any one Series need not be issued at the same time
and  may be  issued  from  time to  time,  consistent  with  the  terms  of this
Indenture,  if so provided by or pursuant to the Board Resolution,  supplemental
indenture  or  Officers'  Certificate  referred  to  above,  and the  authorized
principal  amount of any Series may not be  increased to provide for issuance of
additional  Securities of such Series,  unless otherwise  provided in such Board
Resolution, supplemental Indenture or Officers' Certificate.

          Section 2.3. Execution and Authentication.

          Two Officers  shall sign the  Securities  for the Company by manual or
facsimile signature.

          If an Officer  whose  signature  is on a Security no longer holds that
office  at  the  time  the  Security  is   authenticated,   the  Security  shall
nevertheless be valid.

          A  Security  shall  not be valid  until  authenticated  by the  manual
signature of the Trustee or an  authenticating  agent.  The  signature  shall be
conclusive  evidence  that  the  Security  has  been  authenticated  under  this
Indenture.

          The  Trustee  shall at any time,  and from time to time,  authenticate
Securities  for original  issue in the  principal  amount  provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by  the  Trustee  of  a  Company   Order.   Such  Company  Order  may  authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly  confirmed  in writing.  Each  Security  shall be dated the date of its
authentication  unless otherwise provided by a Board Resolution,  a supplemental
indenture hereto or an Officers' Certificate.

          The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum  principal amount for such
Series  set  forth in the Board  Resolution,  supplemental  indenture  hereto or
Officers'  Certificate  delivered pursuant to Section 2.2, except as provided in
Section 2.8.

          Prior to the issuance of Securities  of any Series,  the Trustee shall
have  received and (subject to Section 7.2) shall be fully  protected in relying
on:  (a) the  Board  Resolution,  supplemental  indenture  hereto  or  Officers,
Certificate  establishing  the  form  of the  Securities  of that  Series  or of
Securities  within that Series and the terms of the Securities of that Series or
of Securities within that Series,  (b) an Officers'  Certificate  complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

          The  Trustee  shall  have the right to  decline  to  authenticate  and
deliver any  Securities  of such Series:  (a) if the Trustee,  being  advised by
counsel,  determines  that such action may not lawfully be taken;  or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors  and/or  vice-presidents  shall determine that
such action  would  expose the Trustee to personal  liability  to Holders of any
then outstanding Series of Securities.

          The Trustee  may appoint an  authenticating  agent  acceptable  to the
Company to authenticate  Securities.  An  authenticating  agent may authenticate
Securities  whenever the Trustee may do so. Each  reference in this Indenture to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

          Section 2.4. Registrar and Paying Agent.

          The Company shall maintain, with respect to each Series of Securities,
at the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency  where  Securities  of such Series may be  presented or
surrendered for payment ("Paying Agent"), where Securities of such Series may be
surrendered  for  registration of transfer or exchange  ("Registrar")  and where
notices and demands to or upon the Company in respect of the  Securities of such
Series and this Indenture may be served ("Service  Agent").  The Registrar shall
keep a register with respect to each Series of Securities  and to their transfer
and exchange.  The Company will give prompt written notice to the Trustee of the
name and  address,  and any change in the name or  address,  of each  Registrar,
Paying Agent or Service Agent. If at any time the Company shall fail to maintain
any such  required  Registrar,  Paying  Agent or Service  Agent or shall fail to
furnish  the  Trustee  with the name and address  thereof,  such  presentations,
surrenders,  notices and demands  may be made or served at the  Corporate  Trust
Office of the Trustee,  and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

          The  Company  may  also  from  time  to  time  designate  one or  more
co-registrars,  additional  paying agents or additional  service  agents and may
from time to time rescind such  designations;  provided,  however,  that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligations  to maintain a  Registrar,  Paying  Agent and Service  Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or rescission  and of any change in the name or address of any such
co-registrar,  additional  paying agent or additional  service  agent.  The term
"Registrar"  includes any  co-registrar;  the term "Paying  Agent"  includes any
additional  paying agent;  and the term "Service  Agent" includes any additional
service agent.

          The Company hereby appoints the Trustee the initial Registrar,  Paying
Agent and Service Agent for each Series unless another  Registrar,  Paying Agent
or Service Agent,  as the case may be, is appointed prior to the time Securities
of that Series are first issued.

          Section 2.5. Paying Agent to Hold Money in Trust.

          The Company  shall require each Paying Agent other than the Trustee to
agree in writing  that the Paying  Agent will hold in trust,  for the benefit of
Securityholders of any Series of Securities,  or the Trustee,  all money held by
the Paying  Agent for the payment of  principal  of or interest on the Series of
Securities,  and will notify the Trustee of any default by the Company in making
any such payment.  While any such default  continues,  the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may  require a Paying  Agent to pay all money  held by it to the  Trustee.  Upon
payment  over to the  Trustee,  the Paying Agent (if other than the Company or a
Subsidiary)  shall have no further  liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of  Securityholders  of any Series of Securities  all money
held by it as Paying Agent.

          Section 2.6. Securityholder Lists.

          The  Trustee  shall  preserve  in as  current a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TTA
Section 312(a).  If the Trustee is not the Registrar,  the Company shall furnish
to the Trustee at least ten days before each  interest  payment date and at such
other times as the Trustee may request in writing a list, in such form and as of
such date as the Trustee may reasonably  require,  of the names and addresses of
Securityholders of each Series of Securities.

          Section 2.7. Transfer and Exchange.

          Where  Securities  of a Series are  presented  to the  Registrar  or a
co-registrar  with a request to register a transfer  or to exchange  them for an
equal  principal  amount of Securities of the same Series,  the Registrar  shall
register  the  transfer  or make  the  exchange  if its  requirements  for  such
transactions are met. To permit  registrations  of transfers and exchanges,  the
Trustee shall  authenticate  Securities at the Registrar's  request.  No service
charge  shall be made for any  registration  of transfer or exchange  (except as
otherwise expressly permitted herein),  but the Company may require payment of a
sum sufficient to cover any transfer tax or similar  governmental charge payable
in  connection   therewith   (other  than  any  such  transfer  tax  or  similar
governmental  charge  payable upon  exchanges  pursuant to Sections 2.11, 3.6 or
9.6).

          Neither the Company nor the Registrar  shall be required (a) to issue,
register the transfer  of, or exchange  Securities  of any Series for the period
beginning at the opening of business  fifteen  days  immediately  preceding  the
mailing of a notice of  redemption  of  Securities  of that Series  selected for
redemption  and ending at the close of business on the day of such  mailing,  or
(b) to register the transfer of or exchange  Securities of any Series  selected,
called or being called for  redemption as a whole or the portion being  redeemed
of any such Securities selected, called or being called for redemption in part.

          Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

          Every new  Security of any series  issued  pursuant to this Section in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of that Series duly issued hereunder.

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

          Section 2.9. Outstanding Securities.

          The  Securities  outstanding  at  any  time  are  all  the  Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for  cancellation,  those  reductions  in the  interest on a Global  Security
effected  by the  Trustee in  accordance  with the  provisions  hereof and those
described in this Section as not outstanding.

          If a Security  is replaced  pursuant  to Section  2.8, it ceases to be
outstanding  until  the  Trustee  receives  proof  satisfactory  to it that  the
replaced Security is held by a bona fide purchaser.

          If the Paying  Agent  (other  than the  Company,  a  Subsidiary  or an
Affiliate of any thereof)  holds on the Maturity of Securities of a Series money
sufficient to pay such  Securities  payable on that date, then on and after that
date such  Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

          A Security does not cease to be outstanding  because the Company or an
Affiliate holds the Security.

          In determining  whether the Holders of the requisite  principal amount
of  outstanding  Securities  have  given  any  request,  demand,  authorization,
direction,  notice,  consent  or waiver  hereunder,  the  principal  amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the  principal  thereof that would be due and payable as of the
date of such  determination  upon a declaration of  acceleration of the Maturity
thereof pursuant to Section 6.2.

          Section 2.10. Treasury Securities.

          In determining whether the Holders of the required principal amount of
Securities  of a Series have  concurred in any request,  demand,  authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company
or  an  Affiliate  shall  be  disregarded,  except  that  for  the  purposes  of
determining  whether  the  Trustee  shall be  protected  in  relying on any such
request,  demand,  authorization,  direction,  notice,  consent  or waiver  only
Securities  of a  Series  that  the  Trustee  knows  are so  owned  shall  be so
disregarded.

          Section 2.11. Temporary Securities.

          Until  definitive  Securities are ready for delivery,  the Company may
prepare and the Trustee shall authenticate  temporary  securities upon a Company
Order.  Temporary  Securities  shall be  substantially in the form of definitive
Securities but may have  variations that the Company  considers  appropriate for
temporary Securities.  without unreasonable delay, the Company shall prepare and
the Trustee upon request shall  authenticate  definitive  Securities of the same
Series and date of maturity  in  exchange  for  temporary  Securities.  Until so
exchanged,  temporary securities shall have the same rights under this Indenture
as the definitive Securities.

          Section 2.12. Cancellation.

          The  Company at any time may  deliver  Securities  to the  Trustee for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Securities  surrendered to them for  registration  of transfer,  exchange or
payment.  The Trustee  shall cancel all  Securities  surrendered  for  transfer,
exchange,  payment,  replacement or cancellation and shall destroy such canceled
Securities (subject to the record retention requirement of the Exchange Act) and
deliver a certificate  of such  destruction  to the Company,  unless the Company
otherwise  directs.  The  Company  may  not  issue  new  Securities  to  replace
Securities that it has paid or delivered to the Trustee for cancellation.

          Section 2.13. Defaulted Interest.

          If the  Company  defaults  in a  payment  of  interest  on a Series of
Securities,  it shall pay the defaulted interest,  plus, to the extent permitted
by law, any interest payable on the defaulted  interest,  to the persons who are
Securityholders  of the Series on a subsequent  special record date. The Company
shall fix the record date and payment  date.  At least 30 days before the record
date,  the Company shall mail to the Trustee and to each  Securityholder  of the
Series a notice that states the record date,  the payment date and the amount of
interest to be paid. The Company may pay defaulted  interest in any other lawful
manner.

          Section 2.14. Global Securities.

          2.14.1.  Terms  of  Securities.  A Board  Resolution,  a  supplemental
indenture  hereto  or an  officers'  Certificate  shall  establish  whether  the
Securities of a Series shall be issued in whole or in part in the form of one or
more  Global   Securities  and  the  Depository  for  such  Global  Security  or
Securities.

          2.14.2.  Transfer and Exchange.  Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto,  any
Global Security shall be  exchangeable  pursuant to Section 2.7 of the Indenture
for Securities  registered in the names of Holders other than the Depository for
such  Security or its nominee only if (i) such  Depository  notifies the Company
that it is  unwilling  or unable  to  continue  as  Depository  for such  Global
Security  or if at any time  such  Depository  ceases  to be a  clearing  agency
registered  under the Exchange  Act,  and, in either case,  the Company fails to
appoint a successor  Depository  within 90 days of such event,  (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global  Security shall be so exchangeable or (iii) an Event of Default with
respect  to the  Securities  represented  by such  Global  Security  shall  have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding  sentence shall be exchangeable for Securities  registered in such
names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

          Except as provided in this Section  2.14.2,  a Global Security may not
be transferred  except as a whole by the Depository  with respect to such Global
Security to a nominee of such  Depository,  by a nominee of such  Depository  to
such  Depository or another  nominee of such  Depository or by the Depository or
any such  nominee to a  successor  Depository  or a nominee of such a  successor
Depository.

          2.14.3.  Legend.  Any Global  Security  issued  hereunder shall bear a
legend in substantially the following form:

          "This  Security  is a  Global  Security  within  the  meaning  of  the
Indenture  hereinafter  referred  to  and  is  registered  in  the  name  of the
Depository or a nominee of the  Depository.  This Security is  exchangeable  for
Securities  registered in the name of a person other than the  Depository or its
nominee only in the limited  circumstances  described in the Indenture,  and may
not be  transferred  except as a whole by the  Depository  to a  nominee  of the
Depository,  by a nominee of the Depository to the Depository or another nominee
of the  Depository  or by the  Depository  or any such  nominee  to a  successor
Depository or a nominee of such a successor Depository."

          2.14.4.  Acts of Holders.  The  Depository,  as a Holder,  may appoint
agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

          2.14.5.  Payments.   Notwithstanding  the  other  provisions  of  this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and interest,  if any, on any Global  Security shall be made to
the Holder thereof at their registered office.

          2.14.6.  Consents,  Declaration and Directions.  Except as provided in
Section 2.14.5,  the Company,  the Trustee and any Agent shall treat a person as
the Holder of such  principal  amount of  outstanding  Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global  Security,  for purposes of obtaining
any consents,  declarations,  waivers or directions  required to be given by the
Holders pursuant to this Indenture.

          Section 2.15. CUSIP Numbers.

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

                                  ARTICLE III.
                                   REDEMPTION

          Section 3.1. Notice to Trustee.

          The Company may, with respect to any series of Securities, reserve the
right to redeem and pay the Series of  Securities  or may covenant to redeem and
pay the Series of Securities  or any part thereof  prior to the Stated  Maturity
thereof at such time and on such terms as provided for in such Securities.  If a
Series of  Securities  is  redeemable  and the Company  wants or is obligated to
redeem  prior  to the  Stated  Maturity  thereof  all or part of the  Series  of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the  redemption  date and the principal  amount of Series of Securities to be
redeemed.  The  Company  shall  give the  notice  at least  45 days  before  the
redemption date (or such shorter notice as may be acceptable to the Trustee).

          Section 3.2. Selection of Securities to be Redeemed.

          Unless  otherwise  indicated  for  a  particular  Series  by  a  Board
Resolution,  a supplemental indenture or an Officers' Certificate,  if less than
all the Securities of a Series are to be redeemed,  the Trustee shall select the
Securities  of the Series to be redeemed  in any manner  that the Trustee  deems
fair and  appropriate.  The Trustee shall make the selection from  Securities of
the Series  outstanding not previously  called for  redemption.  The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000.  Securities of the Series and portions of
them it selects  shall be in amounts of $1,000 or whole  multiples of $1,000 or,
with  respect  to  Securities  of any  Series  issuable  in other  denominations
pursuant to Section 2.2.7,  the minimum  principal  denomination for each Series
and integral  multiples  thereof.  Provisions  of this  Indenture  that apply to
Securities  of a  Series  called  for  redemption  also  apply  to  portions  of
Securities of that Series called for redemption.

          Section 3.3. Notice of Redemption.

          Unless   otherwise   indicated  for  a  particular   Series  by  Board
Resolution,  a supplemental  indenture  hereto or an officers'  Certificate,  at
least 30 days but not more than 60 days before a  redemption  date,  the Company
shall mail a notice of  redemption  by  first-class  mail to each  Holder  whose
Securities  are to be redeemed  and if any Bearer  Securities  are  outstanding,
publish on one occasion a notice in an Authorized Newspaper.

          The notice shall  identify the Securities of the Series to be redeemed
and shall state:

          (a) the redemption date;

          (b) the redemption price;

          (c) the name and address of the Paying Agent;

          (d) that  Securities  of the  Series  called  for  redemption  must be
surrendered to the Paying Agent to collect the redemption price;

          (e) that interest on  Securities  of the Series called for  redemption
ceases to accrue on and after the redemption date; and

          (f) any  other  information  as may be  required  by the  terms of the
particular Series or the Securities of a Series being redeemed.

          At the  Company's  request,  the  Trustee  shall  give the  notice  of
redemption in the Company's name and at its expense.

          Section 3.4. Effect of Notice of Redemption.

          Once  notice of  redemption  is mailed or  published  as  provided  in
Section 3.3, Securities of a Series called for redemption become due and payable
on the redemption  date and at the redemption  price. A notice of redemption may
not be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the redemption price plus accrued interest to the redemption date.

          Section 3.5. Deposit of Redemption Price.

          On or before the  redemption  date, the Company shall deposit with the
Paying  Agent  money  sufficient  to pay the  redemption  price  of and  accrued
interest, if any, on all Securities to be redeemed on that date.

          Section 3.6. Securities Redeemed in Part.

          Upon  surrender  of a Security  that is redeemed in part,  the Trustee
shall authenticate for the Holder a new Security of the same Series and the same
maturity  equal in principal  amount to the  unredeemed  portion of the Security
surrendered.

                                   ARTICLE IV.
                                    COVENANTS

          Section 4.1. Payment of Principal and Interest.

          The  Company  covenants  and agrees for the  benefit of the Holders of
each Series of Securities  that it will duly and punctually pay the principal of
and interest,  if any, on the  Securities of that Series in accordance  with the
terms of such Securities and this Indenture.

          Section 4.2. SEC Reports.

          The Company shall deliver to the Trustee within 15 days after it files
them  with  the  SEC  copies  of the  annual  reports  and  of the  information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC  pursuant to Section 13 or 15(d) of the  Exchange  Act. The
Company also shall comply with the other provisions of TIA Section 314(a).

          Section 4.3. Compliance Certificate.

          The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an officers certificate signed by two of the
Company's  officers  stating that a review of the  activities of the Company and
its  Subsidiaries  during  the  preceding  fiscal  year has been made  under the
supervision  of the  signing  Officers  with a view to  determining  whether the
Company has kept,  observed,  performed and fulfilled its obligations under this
Indenture,   and  further  stating,   as  to  each  such  Officer  signing  such
certificate,  that to the best of his knowledge the Company has kept,  observed,
performed and fulfilled each and every covenant  contained in this Indenture and
is  not in  default  in  the  performance  or  observance  of any of the  terms,
provisions  and  conditions  hereof (or, if a Default or Event of Default  shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge).

          The Company will, so long as any of the  Securities  are  outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default,  an Officers'  Certificate  specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

          Section 4.4. Stay, Extension and Usury Laws.

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

          Section 4.5. Corporate Existence.

          Subject  to  Article  V, the  Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence and the corporate,  partnership or other existence of each Significant
Subsidiary in accordance  with the respective  organizational  documents of each
Significant  Subsidiary  and the rights  (charter and  statutory),  licenses and
franchises of the Company and its Significant Subsidiaries;  provided,  however,
that the Company  shall not be required to preserve  any such right,  license or
franchise,  or the corporate,  partnership or other existence of any Significant
Subsidiary,  if the Board of Directors  shall  determine  that the  preservation
thereof is no longer desirable in the conduct of the business of the Company and
its  Subsidiaries  taken as a whole and that the loss  thereof is not adverse in
any material respect to the Holders.

          Section 4.6. Taxes.

          The  company   shall,   and  shall  cause  each  of  its   Significant
Subsidiaries   to,  pay  prior  to  delinquency   all  taxes,   assessments  and
governmental  levies,  except as  contested  in good  faith  and by  appropriate
proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

          Section 5.1. When Company May Merge, Etc.

          The Company shall not consolidate  with or merge into any other person
in a transaction in which we are not the surviving entity,  or convey,  transfer
or lease all or substantially  all of its properties and assets to any person (a
"successor person"), unless:

          (a) the successor person (if any) is a corporation, partnership, trust
or other entity organized and validly existing under the laws of the Marshall
Islands or any U.S. domestic jurisdiction and expressly assumes the Company's
obligations on the Securities and under this Indenture and

          (b) immediately after giving effect to the transaction,  no Default or
Event of Default, shall have occurred and be continuing.

          The Company shall deliver to the Trustee prior to the  consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
opinion of Counsel stating that the proposed  transaction and such  supplemental
indenture comply with this Indenture.

          Section 5.2. Successor Corporation Substituted.

          Upon any consolidation or merger,  or any sale,  lease,  conveyance or
other  disposition of all or  substantially  all of the assets of the Company in
accordance  with  Section  5.1,  the  successor   corporation   formed  by  such
consolidation or into or with which the Company is merged or to which such sale,
lease,  conveyance  or  other  disposition  is made  shall  succeed  to,  and be
substituted  for, and may exercise  every right and power of, the Company  under
this Indenture  with the same effect as if such successor  person has been named
as the Company herein;  provided,  however,  that the predecessor company in the
case of a sale,  lease,  conveyance or other  disposition  shall not be released
from  the  obligation  to pay the  principal  of and  interest,  if any,  on the
Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

          Section 6.1. Events of Default.

          "Event of Default," wherever used herein with respect to securities of
any Series,  means any one of the following  events,  unless in the establishing
Board  Resolution,  supplemental  indenture  or  Officers'  Certificate,  it  is
provided that such Series shall not have the benefit of said Event of Default:

          (a)  default in the payment of any  interest  on any  Security of that
Series when it becomes due and payable,  and  continuance  of such default for a
period of 30 days (unless the entire  amount of such payment is deposited by the
Company with the Trustee or with a Paying Agent prior to the  expiration of such
period of 30 days); or

          (b) default in the payment of the  principal  of any  Security of that
Series at its Maturity; or

          (c) default in the deposit of any sinking  fund  payment,  when and as
due in respect of any Security of that Series; or

          (d)  default  in the  performance  or  breach of any  covenant  of the
Company in this Indenture,  which default  continues  uncured for a period of 60
days after there has been given, by registered or certified mail, to the Company
by the  Trustee or to the Company and the Trustee by the Holders of at least 25%
in  principal  amount of the  outstanding  Securities  of that  Series a written
notice  specifying  such  default or breach and  requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

          (e) a default under any Debt of the Company  (including a default with
respect to Securities  of any Series other than that Series) or any  Subsidiary,
whether such Debt now exists or shall hereafter be created,  if (A) such default
results  from the  failure to pay any such Debt when it becomes due and (B) such
Debt is not discharged or such  acceleration is not rescinded or annulled within
30 days  after  written  notice to the  Company by the holder or holders of such
Debt in the manner  provided for in the applicable  debt  instrument;  provided,
that if the  default  with  respect  to such  Debt is  remedied  or cured by the
Company or waived by the holders of such Debt before  entry of judgment in favor
of the relevant trustee,  then the Event of Default under this Indenture will be
deemed likewise to have been remedied, cured or waived; or

          (f) the Company  pursuant  to or within the meaning of any  Bankruptcy
Law:

               (i) commences a voluntary case,

               (ii)  consents to the entry of an order for relief  against it in
an involuntary case,

               (iii) consents to the appointment of a Custodian of it or for all
or substantially all of its property,

               (iv) makes a general assignment for the benefit of its creditors,
or

               (v)  generally is unable to pay its debts as the same become due;
or

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

               (i) is for relief  against the Company or any of its  Significant
Subsidiaries in an involuntary case,

               (ii)   appoints  a  Custodian  of  the  Company  or  any  of  its
Significant Subsidiaries or for all or substantially all of its property, or

               (iii)  orders  the  liquidation  of  the  Company  or  any of its
Significant Subsidiaries,

and the order or decree remains unstayed and in effect for 60 days; or

          (h) any other Event of Default  provided with respect to Securities of
that Series, which is specified in a Board Resolution,  a supplemental indenture
hereto or an Officers' Certificate, in accordance with Section 2.2.18.

          No Event of Default with respect to a particular  Series of Securities
(except with respect to subsections (f) and (g) above)  necessarily  constitutes
an Event of Default with respect to any other Series of Securities.

          The term  "Bankruptcy  Law" means title 11,  U.S.  Code or any similar
Federal or State law for the relief of debtors.  The term "Custodian"  means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

          Section 6.2. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default with respect to Securities of any Series at the
time outstanding  occurs and is continuing,  then in every such case the Trustee
or the  Holders  of not less than 25% in  principal  amount  of the  outstanding
Securities  of  that  Series  may  declare  the  principal  amount  (or,  if any
Securities of that Series are Discount Securities, such portion of the principal
amount as may be specified in the terms of such  Securities)  of and accrued and
unpaid  interest,  if any, on all of the Securities of that Series to be due and
payable  immediately,  by a notice in writing to the Company (and to the Trustee
if given by Holders),  and upon any such  declaration  such principal amount (or
specified  amount)  and  accrued  and  unpaid  interest,  if any,  shall  become
immediately due and payable.

          The  Holders of not less than a majority  in  principal  amount of the
outstanding  Securities of that Series,  by written  notice to the Trustee,  may
rescind any  declaration of  acceleration  of such Securities of that Series and
its consequences if all existing Events of Default (other than the nonpayment of
principal of or interest on such  Securities  that shall have become due by such
declaration) shall have been cured or waived.

          Section 6.3.  Collection of Indebtedness  and Suits for Enforcement by
Trustee.

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

          Section 6.4. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership,  insolvency, liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to the  Company  or any other  obligor  upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole  amount of  principal  and
interest  owing and unpaid in respect of the  Securities  and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable  compensation,  expenses,
disbursements  and advances of the  Trustee,  its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

          (b) to collect  and receive  any moneys or other  property  payable or
deliverable on any such claims and to distribute the same,

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

          Nothing herein  contained  shall be deemed to authorize the Trustee to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the  rights of any  Holder  thereof or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          Section  6.5.  Trustee  May  Enforce  Claims  Without   Possession  of
Securities.

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

          Section 6.6. Application of Money Collected.

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

and

          First:  To the payment of all amounts  due the Trustee  under  Section
7.7;

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

          Third: To the Company.

          Section 6.7. Limitation on Suits.

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

          (a) such Holder has previously  given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that Series;

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

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

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

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

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

          Section 6.8.  Unconditional  Right of Holders to Receive Principal and
Interest.

          Notwithstanding  any other provision in this Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  Unconditional,  to
receive  payment of the principal of and  interest,  if any, on such Security on
the Stated Maturity or Stated Maturities  expressed in such Security (or, in the
case of  redemption,  on the  redemption  date)  and to  institute  suit for the
enforcement of any such payment,  and such rights shall not be impaired  without
the consent of such Holder.

          Section 6.9. Restoration of Rights and Remedies.

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

          Section 6.10. Rights and Remedies Cumulative.

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

          Section 6.11. Delay or Omission Not Waiver.

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

          Section 6.12. Control by Holders.

          The  Holders  of a majority  in  principal  amount of the  outstanding
Securities  of any Series  shall  have the right to direct the time,  method and
place of conducting any proceeding for any remedy  available to the Trustee,  or
exercising  any trust or power  conferred  on the  Trustee,  with respect to the
Securities of such Series, provided that

          (a) such  direction  shall not be in conflict  with any rule of law or
with this Indenture,

          (b) the Trustee may take any other  action  deemed  proper b)o Trustee
which is not inconsistent with such direction, and

          (c) subject to the  provisions  of Section 6.1, the Trustee shall have
the right to decline to follow any such  direction  if the Trustee in good faith
shall, by a Responsible Officer of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.

          Section 6.13. Waiver of Past Defaults.

          The  Holders of not less than a majority  in  principal  amount of the
outstanding  Securities  of any Series  may on behalf of the  Holders of all the
Securities of such Series waive any past Default  hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided,  however, that the Holders
of a majority in principal  amount of the  outstanding  Securities of any Series
may rescind an acceleration and its consequences,  including any related payment
default  that  resulted  from such  acceleration).  Upon any such  waiver,  such
Default shall cease to exist,  and any Event of Default arising  therefrom shall
be deemed to have been cured,  for every purpose of this Indenture;  but no such
waiver  shall  extend to any  subsequent  or other  Default  or impair any right
consequent thereon.

          Section 6.14. Undertaking for Costs.

          All parties to this Indenture  agree,  and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed,  that any court may in
its discretion  require,  in any suit for the enforcement of any right or remedy
under this  Indenture,  or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee,  the filing by any party  litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs,  including  reasonable  attorneys' fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Company,  to any suit  instituted by the Trustee,  to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated  Maturities  expressed in
such Security (or, in the case of redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

          Section 7.1. Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall  exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their  exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

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

               (i)  The  Trustee   need  perform  only  those  duties  that  are
specifically set forth in this Indenture and no others.

               (ii) in the  absence of bad faith on its part,  the  Trustee  may
conclusively  rely, as to the truth of the statements and the correctness of the
opinions expressed therein,  upon officers'  Certificates or Opinions of Counsel
furnished to the Trustee and conforming to the  requirements  of this Indenture;
however,  in the case of any such officers'  Certificates or opinions of Counsel
which by any provisions hereof are specifically  required to be furnished to the
Trustee,  the Trustee shall examine such officers'  Certificates and opinions of
Counsel to  determine  whether or not they conform to the  requirements  of this
Indenture.

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

               (i) This paragraph does not limit the effect of paragraph (b) of

               (ii) The  Trustee  shall not be liable for any error of  judgment
made in good  faith by a  Responsible  officer,  unless  it is  proved  that the
Trustee was negligent in ascertaining the pertinent facts.

               (iii) The Trustee  shall not be liable with respect to any action
taken,  suffered or omitted to be taken by it with respect to  Securities of any
Series in good  faith in  accordance  with the  direction  of the  Holders  of a
majority  in  principal  amount of the  outstanding  Securities  of such  Series
relating to the time,  method and place of  conducting  any  proceeding  for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such Series.

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

          (e) The Trustee  may refuse to perform any duty or exercise  any right
or power  unless it  receives  indemnity  satisfactory  to it against  any loss,
liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the  Trustee  need not be  segregated  from other  funds  except to the
extent required by law.

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

          (h) The Paying Agent, the Registrar and any authenticating agent shall
be entitled to the protections, immunities and standard of care as are set forth
in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.

          Section 7.2. Rights of Trustee.

          (a) The  Trustee  may rely on and  shall be  protected  in  acting  or
refraining  from acting as a result of its  reasonable  belief that any document
was genuine and had been signed or presented by the proper  person.  The Trustee
need not investigate any fact or matter stated in the document.

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

          (c) The Trustee may act  through  agents and shall not be  responsible
for the misconduct or negligence of any agent appointed with due care;  provided
that  such  agent  agree  as a  condition  to its  engagement  that it  shall be
responsible to the Company for its own  misconduct or negligence.  No Depository
shall be deemed an agent of the Trustee and the Trustee shall not be responsible
for any act or omission by any Depository.

          (d) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

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

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

          Section 7.3. Individual Rights of Trustee.

          The Trustee in its  individual  or any other  capacity  may become the
owner or pledgee of  securities  and may  otherwise  deal with the Company or an
Affiliate  with the same rights it would have if it were not Trustee.  Any Agent
may do the same with like rights.  The Trustee is also subject to Sections  7.10
and 7.11.

          Section 7.4. Trustee's Disclaimer.

          The Trustee makes no  representation as to the validity or adequacy of
this Indenture or the Securities,  it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.

          Section 7.5. Notice of Defaults.

          If a Default or Event of Default occurs and is continuing with respect
to the  Securities of any Series and if it is known to a Responsible  Officer of
the Trustee,  the Trustee shall mail to each Securityholder of the Securities of
that  Series  and,  if any Bearer  Securities  are  outstanding,  publish on one
occasion  in an  Authorized  Newspaper,  notice of a Default or Event of Default
within 90 days after it occurs or, if later, after a Responsible  Officer of the
Trustee has knowledge of such Default or Event of Default. Except in the case of
a Default or Event of Default in payment  of  principal  of or  interest  on any
Security of any Series,  the Trustee may  withhold  the notice if and so long as
its corporate trust committee or a committee of its Responsible Officers in good
faith   determines   that   withholding  the  notice  is  in  the  interests  of
Securityholders of that Series.

          Section 7.6. Reports by Trustee to Holders.

          Within 60 days after May 15 in each year,  the Trustee shall  transmit
by mail to all  Securityholders,  as their  names  and  addresses  appear on the
register kept by the Registrar and, if any Bearer  Securities  are  outstanding,
publish in an Authorized  Newspaper,  a brief report dated as of such May 15, in
accordance with, and to the extent required under, TIA Section 313.

          A copy of each report at the time of its mailing to Securityholders of
any  Series  shall be filed with the SEC and each  stock  exchange  on which the
Securities  of that Series are listed.  The Company  shall  promptly  notify the
Trustee when Securities of any Series are listed on any stock exchange.

          Section 7.7. Compensation and Indemnity.

          The  Company  shall pay to the  Trustee  from time to time  reasonable
compensation for its services.  The Trustee's  compensation shall not be limited
by any law on compensation  of a trustee of an express trust.  The Company shall
reimburse  the Trustee upon request for all  reasonable  out-of-pocket  expenses
incurred by it. Such expenses  shall  include the  reasonable  compensation  and
expenses of the Trustee's agents and counsel.

          The  Company  shall  indemnify  the  Trustee  (including  the  cost of
defending  itself) against any loss,  liability or expense incurred by it except
as set forth in the next  paragraph in the  performance of its duties under this
Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly of
any claim for which it may seek  indemnity.  The Company  shall defend the claim
and the Trustee  shall  cooperate in the defense.  The Trustee may have separate
counsel  and the  Company  shall pay the  reasonable  fees and  expenses of such
counsel.  The Company need not pay for any settlement  made without its consent,
which consent shall not be unreasonably  withheld.  This  indemnification  shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

          The Company need not  reimburse  any expense or indemnify  against any
loss liability  incurred by the Trustee or by any officer,  director,  employee,
shareholder or agent of the Trustee through negligence or bad faith.

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

          When the Trustee incurs expenses or renders services after an Event of
Default  specified  in  Section  6.1(f)  or (g)  occurs,  the  expenses  and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any Bankruptcy Law.

          Section 7.8. Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor  Trustee's  acceptance of
appointment as provided in this Section.

          The Trustee may resign with respect to the  Securities  of one or more
Series by so  notifying  the  Company.  The Holders of a majority  in  principal
amount of the  Securities  of any Series may remove the Trustee  with respect to
that Series by so notifying the Trustee and the Company.  The Company may remove
the Trustee with respect to Securities of one or more Series if:

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

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a Custodian or public  officer  takes charge of the Trustee or its
property; or

          (d) the Trustee becomes incapable of acting.

          If the  Trustee  resigns or is  removed or if a vacancy  exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,  the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor  Trustee with respect to the  Securities  of any one or
more  Series  does not take  office  within 60 days after the  retiring  Trustee
resigns or is removed,  the retiring  Trustee,  the Company or the Holders of at
least 10% in principal  amount of the  Securities of the  applicable  Series may
petition any court of competent  jurisdiction for the appointment of a successor
Trustee.

          If the  Trustee  with  respect  to the  Securities  of any one or more
Series fails to comply with Section 7.10, any  Securityholder  of the applicable
Series may petition any court of competent  jurisdiction  for the removal of the
Trustee and the appointment of a successor Trustee.

          A  successor  Trustee  shall  deliver  a  written  acceptance  of  its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor  Trustee  subject  to the  lien  provided  for  in  Section  7.7,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
with  respect  to each  Series of  Securities  for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its succession
to each  Securityholder  of each such Series and, if any Bearer  Securities  are
outstanding,  publish  such notice on one occasion in an  Authorized  Newspaper.
Notwithstanding  replacement  of the Trustee  pursuant to this  Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring  trustee with  respect to expenses and  liabilities  incurred by it
prior to such replacement.

          Section 7.9. Successor Trustee by Merger, etc.

          If  the  Trustee  consolidates  with,  merges  or  converts  into,  or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  successor  corporation  without  any further act shall be the
successor Trustee.

          Section 7.10. Eligibility; Disqualification.

          This  Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirements  of TIA Section  310(a)(1),  (2) and (5). The Trustee  shall always
have a combined capital and surplus of at least  $25,000,000 as set forth in its
most recent published annual report of condition.  The Trustee shall comply with
TIA Section 310(b).

          Section 7.11. Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA Section  311(a),  excluding any creditor
relationship  listed in TIA Section  311(b).  A Trustee who has resigned or been
removed shall be subject to TTA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

          Section 8.1. Satisfaction and Discharge of Indenture.

          This Indenture  shall upon Company Order cease to be of further effect
(except as hereinafter  provided in this Section 8.1),  and the Trustee,  at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when

          (a) either

               (i) all Securities theretofore authenticated and delivered (other
than  Securities  that have been  destroyed,  lost or stolen  and that have been
replaced or paid) have been delivered to the Trustee for cancellation; or

               (ii) all such Securities not theretofore delivered to the Trustee
for cancellation have become due and payable, or

                    (1) have become due and payable, or

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

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

                    (4) are deemed paid and discharged  pursuant to section 8.3,
as applicable;

and the Company,  in the case of (1), (2) or (3) above,  has deposited or caused
to be  deposited  with the Trustee as trust funds in trust an amount  sufficient
for the  purpose  of paying and  discharging  the  entire  indebtedness  on such
Securities  not  theretofore  delivered  to the  Trustee for  cancellation,  for
principal  and interest to the date of such  deposit (in the case of  Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

          (b) the Company  has paid or caused to be paid all other sums  payable
hereunder by the Company; and

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

          Notwithstanding the satisfaction and discharge of this Indenture,  the
obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall survive.

          Section 8.2. Application of Trust Funds; Indemnification.

          (a) Subject to the provisions of Section 8.5, all money deposited with
the Trustee pursuant to Section 8.1, all money and U.S.  Government  Obligations
or Foreign Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4 and all money  received by the Trustee in respect of U.S.  Government
Obligations  or  Foreign  Government  Obligations  deposited  with  the  Trustee
pursuant  to Section  8.3 or 8.4,  shall be held in trust and  applied by it, in
accordance  with the  provisions of the Securities  and this  Indenture,  to the
payment,  either  directly or through any Paying  Agent  (including  the Company
acting as its own Paying  Agent) as the  Trustee may  determine,  to the persons
entitled thereto, of the principal and interest for whose payment such money has
been deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Sections 8.3 or 8.4.

          (b) The Company shall pay and shall  indemnify the Trustee against any
tax,  fee or  other  charge  imposed  on or  assessed  against  U.S.  Government
obligations or Foreign Government Obligations deposited pursuant to Sections 8.3
or 8.4 or the interest  and  principal  received in respect of such  obligations
other than any payable by or on behalf of Holders.

          (c) The Trustee  shall deliver or pay to the Company from time to time
upon  Company  Request any U.S.  Government  obligations  or Foreign  Government
obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the
opinion  of  a  nationally  recognized  firm  of  independent  certified  public
accountants  expressed  in a  written  certification  thereof  delivered  to the
Trustee,  are then in excess of the  amount  thereof  which then would have been
required  to be  deposited  for the  purpose  for  which  such  U.S.  Government
Obligations  or  Foreign  Government  Obligations  or money  were  deposited  or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government  Obligations  or  Foreign  Government  Obligations  held  under  this
Indenture.

          Section 8.3. Legal Defeasance of Securities of any Series.

          Unless this  Section 8.3 is otherwise  specified,  pursuant to Section
2.2-20,  to be  inapplicable  to Securities of any Series,  the Company shall be
deemed  to  have  paid  and  discharged  the  entire  indebtedness  on  all  the
outstanding  Securities  of such  Series  on the 91st day  after the date of the
deposit  referred to in  subparagraph  (d) hereof,  and the  provisions  of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee,  at the expense of the company,  shall, at
Company Request,  execute proper instruments  acknowledging the same), except as
to:

          (a) the rights of Holders of  Securities  of such  Series to  receive,
from the trust funds  described in subparagraph  (d) hereof,  (i) payment of the
principal  of  and  each  installment  of  principal  of  and  interest  on  the
outstanding  Securities of such Series on the Stated  Maturity of such principal
or  installment  of principal or interest and (ii) the benefit of any  mandatory
sinking fund payments  applicable to the Securities of such Series on the day on
which such  payments  are due and payable in  accordance  with the terms of this
Indenture and the Securities of such Series;

          (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and

          (c) the rights, powers, trust and immunities of the Trustee hereunder;

provided that, the following conditions shall have been satisfied:

          (d) the  Company  shall  have  deposited  or  caused  to be  deposited
irrevocably  with the  Trustee as trust funds in trust for the purpose of making
the  following  payments,  specifically  pledged as security  for and  dedicated
solely  to the  benefit  of the  Holders  of such  Securities  W in the  case of
Securities of such Series denominated in Dollars, cash in Dollars (or such other
money or currencies as shall then be legal tender in the United  States)  and/or
U.S.  Government  Obligations,  or (ii) in the case of Securities of such Series
denominated  in a Foreign  Currency  (other  than a composite  currency),  money
and/or Foreign Government obligations, which through the payment of interest and
principal in respect thereof,  in accordance with their terms, will provide (and
without  reinvestment  and  assuming  no tax  liability  will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash,  sufficient,  in the opinion of a nationally  recognized firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  to pay and discharge  each  installment  of principal
(including  mandatory  sinking fund or analogous  payments) of and interest,  if
any,  on all the  Securities  of such Series on the dates such  installments  of
interest or principal are due;

          (e) such  deposit  will not  result  in a breach or  violation  of, or
constitute a default under,  this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

          (f) no Default or Event of Default with respect to the  Securities  of
such Series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

          (g) the  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  and an opinion of Counsel to the effect  that (i) the  Company  has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling, or (ii) since the date of execution of this Indenture,  there has been a
change in the  applicable  Federal  income tax law, in either case to the effect
that,  and based thereon such opinion of Counsel shall confirm that, the Holders
of the  Securities  of such Series will not recognize  income,  gain or loss for
Federal  income  tax  purposes  as a  result  of such  deposit,  defeasance  and
discharge  and will be subject to Federal  income tax on the same  amount and in
the same  manner  and at the same  times  as  would  have  been the case if such
deposit, defeasance and discharge had not occurred;

          (h) the  Company  shall have  delivered  to the  Trustee an  Officers'
Certificate stating that the deposit was not made by the Company with the intent
of  preferring  the  Holders of the  Securities  of such  Series  over any other
creditors of the company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

          (i) such  deposit  shall not  result in the  trust  arising  from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940,  as amended),  or such trust shall be  qualified  under such Act or
exempt from regulation thereunder; and

          (j) the  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  and an  opinion  of  Counsel,  each  stating  that  all  conditions
precedent  provided for relating to the defeasance  contemplated by this Section
have been complied with.

          Section 8.4. Covenant Defeasance.

          Unless this  Section 8.4 is  otherwise  specified  pursuant to Section
2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day
after the date of the  deposit  referred  to in  subparagraph  (a)  hereof,  the
Company may omit to comply with any term, provision or condition set forth under
Sections 4.2, 4.3,  4.4, 4.5, 4.6, and 5.1 as well as any  additional  covenants
contained  in a  supplemental  indenture  hereto  for  a  particular  Series  of
Securities or a Board Resolution or an Officers'  Certificate delivered pursuant
to Section 2.2.20 (and the failure to comply with any such  covenants  shall not
constitute a Default or Event of Default under  Section 6.1) and the  occurrence
of any event  described  in clause (e) of  Section  6.1 shall not  constitute  a
Default or Event of Default  hereunder,  with respect to the  Securities of such
Series, provided that the following conditions shall have been satisfied:

          (a) With  reference to this Section 8.4, the Company has  deposited or
caused to be irrevocably  deposited  (except as provided in Section 8.2(c)) with
the Trustee as trust funds in trust,  specifically  pledged as security for, and
dedicated  solely to, the benefit of the Holders of such  Securities  (i) in the
case of Securities of such Series  denominated  in Dollars,  cash in Dollars (or
such  other  money or  currencies  as shall  then be legal  tender in the United
States) and/or U.S. Government obligations, or (ii) in the case of Securities of
such Series denominated in a Foreign Currency (other than a composite currency),
money  and/or  Foreign  Government  obligations,  which  through  the payment of
interest and principal in respect thereof,  in accordance with their terms, will
provide (and without  reinvestment and assuming no tax liability will be imposed
on such  Trustee),  not later than one day before the due date of any payment of
money, an amount in cash, sufficient,  in the opinion of a nationally recognized
firm  of  independent  certified  public  accountants  expressed  in  a  written
certification  thereof delivered to the Trustee,  to pay principal and interest,
if any, on and any mandatory  sinking fund in respect of the  Securities of such
Series on the dates such installments of interest or principal are due;

          (b) Such  deposit  will not  result  in a breach or  violation  of, or
constitute a default under,  this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

          (c) No Default or Event of Default with respect to the  Securities  of
such Series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

          (d) the  company  shall have  delivered  to the  Trustee an opinion of
Counsel  confirming  that  Holders of the  Securities  of such  Series  will not
recognize  income,  gain or loss for federal  income tax purposes as a result of
such  deposit and  defeasance  and will be subject to federal  income tax on the
same  amounts,  in the same  manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

          (e) the  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  stating the deposit was not made by the Company  with the intent of
preferring the Holders of the Securities of such Series over any other creditors
of the  Company  or  with  the  intent  of  defeating,  hindering,  delaying  or
defrauding any other creditors of the Company; and

          (f) The  Company  shall have  delivered  to the  Trustee an  officers'
Certificate  and an  opinion  of  Counsel,  each  stating  that  all  conditions
precedent  herein  provided for relating to the defeasance  contemplated by this
Section have been complied with.

          Section 8.5. Repayment to Company.

          The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal  and  interest  that remains
unclaimed for two years. After that,  Securityholders entitled to the money must
look to the  Company  for  payment as  general  creditors  unless an  applicable
abandoned property law designates another person.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

          Section 9.1. Without Consent of Holders.

          The Company and the Trustee may amend or supplement  this Indenture or
the Securities of one or more Series without the consent of any Securityholder:

          (a) to cure any ambiguity, defect or inconsistency;

          (b) to comply with Article V;

          (c) to provide  for  uncertificated  Securities  in  addition to or in
place of certificated Securities;

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

          (e) to provide for the  issuance of and  establish  the form and terms
and conditions of Securities of any Series as permitted by this Indenture;

          (f)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the  Securities of one or more
Series and to add to or change any of the  provisions of this Indenture as shall
be  necessary  to provide for or  facilitate  the  administration  of the trusts
hereunder by more than one Trustee; or

          (g) to  comply  with  requirements  of the SEC in order to  effect  or
maintain the qualification of this Indenture under the TIA.

          Section 9.2. With Consent of Holders.

          The Company and the  Trustee may enter into a  supplemental  indenture
with the  written  consent of the  Holders of at least a majority  in  principal
amount of the outstanding Securities of all Series affected by such supplemental
indenture,   taken  together  as  one  class  (including  consents  obtained  in
connection  with a tender  offer or exchange  offer for the  Securities  of such
Series),  for the purpose of adding any  provisions to or changing in any manner
or eliminating  any of the  provisions of this Indenture or of any  supplemental
indenture  or of modifying  in any manner the rights of the  Securityholders  of
each such Series.  Except as provided in Section 6.13, the Holders of at least a
majority  in  principal  amount  of the  outstanding  Securities  of all  Series
affected by such waiver by notice to the  Trustee,  taken  together as one class
(including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series) may waive  compliance by the Company with any
provision of this Indenture or the Securities with respect to such Series.

          It shall not be necessary for the consent of the Holders of Securities
under  this  Section  9.2  to  approve  the  particular  form  of  any  proposed
supplemental  indenture or waiver,  but it shall be  sufficient  if such consent
approves the substance thereof.  After a supplemental  indenture or waiver under
this  section  becomes  effective,  the  Company  shall  mail to the  Holders of
Securities  affected thereby and, if any Bearer Securities  affected thereby are
outstanding,  publish  on one  occasion  in an  Authorized  Newspaper,  a notice
briefly  describing  the  supplemental  indenture or waiver.  Any failure by the
Company to mail or  publish  such  notice,  or any  defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
indenture or waiver.

          Section 9.3. Limitations.

          Without the consent of each Securityholder  affected,  an amendment or
waiver may not:

          (a) change the amount of  Securities  whose Holders must consent to an
amendment, supplement or waiver;

          (b)  reduce  the rate of or change the  interest  payment  time on any
Security or alter the redemption provisions with respect thereto (other than the
provisions  relating to Sections 4.10 and 4.17, other than any alteration to any
such Section which would not materially adversely affect the legal rights of any
Holder  under this  Indenture)  or the price at which the Company is required to
offer to purchase the Securities;

          (c) reduce the principal or change the Stated Maturity of any Security
or reduce the  amount of, or  postpone  the date fixed for,  the  payment of any
sinking fund or analogous obligation;

          (d) reduce the principal  amount of Discount  Securities  payable upon
acceleration of the maturity thereof;

          (e)  waive a  Default  or  Event  of  Default  in the  payment  of the
principal  of or  interest,  if any, on any  Security  (except a  rescission  of
acceleration  of the  Securities  of any  Series  by the  Holders  of at least a
majority in principal amount of the outstanding  Securities of such Series and a
waiver of the payment default that resulted from such acceleration);

          (f) make the principal of or interest, if any, on any Security payable
in any currency other than that stated in the Security;

          (g) make any change in Sections 6.8, 6.13, 9.3 (this sentence),  10.15
or 10.16; or

          (h) waive a redemption  payment with respect to any Security or change
any of the provisions with respect to the redemption of any Securities.

          Section 9.4. Compliance with Trust Indenture Act.

          Every  amendment to this  Indenture or the  Securities  of one or more
Series shall be set forth in a supplemental  indenture hereto that complies with
the TIA as then in effect.

          Section 9.5. Revocation and Effect of Consents.

          Until an amendment or waiver becomes  effective,  a consent to it by a
Holder of a Security is a continuing  consent by the Holder and every subsequent
Holder of a Security or portion of a Security  that  evidences  the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any  Security.  However,  any such  Holder or  subsequent  Holder may revoke the
consent as to his Security or portion of a Security if the Trustee  receives the
notice of revocation before the date the amendment or waiver becomes effective.

          Any amendment or waiver once effective shall bind every Securityholder
of each Series  affected by such  amendment  or waiver  unless it is of the type
described  in any of clauses (a) through (g) of Section  9.3. in that case,  the
amendment or waiver shall bind each Holder of a Security who has consented to it
and  every  subsequent  Holder of a  Security  or  portion  of a  Security  that
evidences the same debt as the consenting Holder's Security.

          Section 9.6. Notation on or Exchange of Securities.

          The Trustee may place an  appropriate  notation  about an amendment or
waiver on any Security of any Series  thereafter  authenticated.  The Company in
exchange  for  Securities  of  that  Series  may  issue  and the  Trustee  shall
authenticate  upon  request  new  Securities  of that  Series  that  reflect the
amendment or waiver.

          Section 9.7. Trustee Protected.

          In  executing,  or accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  7.1) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted  by  this  Indenture.   The  Trustee  shall  sign  all
supplemental indentures,  except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

          Section 10.1. Trust Indenture Act Controls.

          If any provision of this  Indenture  limits,  qualifies,  or conflicts
with  another  provision  which is  required  or deemed to be  included  in this
Indenture by the TIA, such required or deemed provision shall control.

          Section 10.2. Notices.

          Any notice or communication by the Company or the Trustee to the other
is duly given if in writing  and  delivered  in person or mailed by  first-class
mail:

if to the Company:

Eagle Bulk Shipping Inc.
477 Madison Avenue
New York, NY  10022

if to the Trustee:

[Name of Trustee]
[Address]

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

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

Attention:
            --------------

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

          Any notice or  communication  to a  Securityholder  shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and,
if any Bearer Securities are outstanding,  published in an Authorized Newspaper.
Failure to mail a notice or communication  to a Securityholder  of any Series or
any  defect  in it shall  not  affect  its  sufficiency  with  respect  to other
Securityholders of that or any other Series.

          If a notice or  communication  is mailed or  published  in the  manner
provided above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.

          If the company mails a notice or communication to Securityholders,  it
mail a copy to the Trustee and each Agent at the same time.

          Section 10.3. Communication by Holders with Other Holders.

          Securityholders of any Series may communicate  pursuant to TIA Section
312(b)  with  other  Securityholders  of that  Series or any other  Series  with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company,  the Trustee,  the Registrar and anyone else shall have
the protection of TIA Section 312(c).

          Section 10.4. Certificate and opinion as to Conditions Precedent.

          Upon any request or  application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

          (b) an opinion of Counsel stating that, in the opinion of counsel, all
such conditions precedent have been complied with.

          Section 10.5. Statements Required in Certificate or opinion.

          Each  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant  provided for in this Indenture  (other than a certificate
provided pursuant to TIA Section  314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

          (d) a statement  as to whether or not, in the opinion of such  person,
such condition or covenant has been complied with.

          Section 10.6. Rules by Trustee and Agents.

          The  Trustee may make  reasonable  rules for action by or a meeting of
Securityholders  of one or more Series.  Any Agent may make reasonable rules and
set reasonable requirements for its functions.

          Section 10.7. Legal Holidays.

          Unless otherwise provided by Board Resolution,  officers'  Certificate
or supplemental  indenture for a particular Series, a "Legal Holiday" is any day
that is not a Business  Day. If a payment date is a Legal  Holiday at a place of
payment,  payment may be made at that place on the next  succeeding  day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

          Section 10.8. No Recourse Against Others.

          A director,  officer, employee or stockholder, as such, of the Company
shall  not have any  liability  for any  obligations  of the  Company  under the
Securities  or the  Indenture  or for any claim  based on, in  respect  of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

          Section 10.9. Counterparts.

          This  Indenture may be executed in any number of  counterparts  and by
the  parties  hereto in  separate  counterparts,  each of which when so executed
shall  be  deemed  to be an  original  and all of  which  taken  together  shall
constitute one and the same agreement.

          Section 10.10. Governing Laws.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK  EXCLUDING (TO THE GREATEST  EXTENT  POSSIBLE) ANY RULE OF LAW
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION  OTHER THAN THE
STATE OF NEW YORK.

          Section 10.11. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

          Section 10.12. Successors.

          All  agreements of the Company in this  Indenture  and the  Securities
shall bind its successor.  All agreements of the Trustee in this Indenture shall
bind its successor.

          Section 10.13. Severability.

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

          Section 10.14. Table of Contents, Headings, Etc.

          The Table of  Contents,  Cross  Reference  Table,  and headings of the
Articles and Sections of this  Indenture  have been inserted for  convenience of
reference  only,  are not to be  considered a part  hereof,  and shall in no way
modify or restrict any of the terms or provisions hereof.

          Section 10.15. Securities in a Foreign Currency or in ECU.

          Unless  otherwise  specified  in a Board  Resolution,  a  supplemental
indenture hereto or an Officers'  Certificate  delivered pursuant to Section 2.2
of this  Indenture with respect to a particular  Series of Securities,  whenever
for  purposes  of this  Indenture  any action  may be taken by the  Holders of a
specified  percentage in aggregate  principal amount of Securities of all Series
or all Series affected by a particular  action at the time  outstanding  and, at
such time, there are outstanding  Securities of any Series which are denominated
in a coin or currency other than Dollars  (including  ECUs),  then the principal
amount of Securities of such Series which shall be deemed to be outstanding  for
the purpose of taking such action  shall be that amount of Dollars that could be
obtained for such amount at the Market  Exchange Rate at such time. For purposes
of this Section 10.15,  "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable  transfers of that  currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange  determined  by the  Commission of
the  European  Union (or any  successor  thereto) as  published  in the Official
Journal of the European union (such  publication  or any successor  publication,
the  "Journal").  If such Market  Exchange  Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs,  the rate of exchange as published in the Journal,
as of the most recent  available  date, or  quotations  or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or in the
country  of  issue of the  currency  in  question  or,  in the case of ECUs,  in
Luxembourg or such other  quotations or, in the case of ECUs,  rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate.  The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series  denominated  in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

          All decisions and  determinations  of the Trustee regarding the Market
Exchange  Rate or any  alternative  determination  provided for in the preceding
paragraph  shall be in its sole discretion and shall, in the absence of manifest
error,  be  conclusive  to the  extent  permitted  by law for all  purposes  and
irrevocably binding upon the Company and all Holders.

          Section 10.16. Judgment Currency.

          The Company  agrees,  to the fullest extent that it may effectively do
so under  applicable  law, that (a) if for the purpose of obtaining  judgment in
any court it is necessary to convert the sum due in respect of the  principal of
or  interest or other  amount on the  Securities  of any Series  (the  "Required
Currency")  into a currency in which a judgment will be rendered (the  "Judgment
Currency"),  the rate of exchange  used shall be the rate at which in accordance
with normal  banking  procedures  the Trustee could  purchase in The City of New
York the Required  Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then,  the rate of exchange used shall be the rate at which in  accordance  with
normal banking procedures the Trustee could purchase in The City of New York the
Required  Currency  with  the  Judgment  Currency  on the New York  Banking  Day
preceding  the day on which final  unappealable  judgment is entered and (b) its
obligations  under this Indenture to make payments in the Required  Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment  (whether or not entered in  accordance  with  subsection  (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required  Currency  expressed to be payable in respect of such  payments,
(ii) shall be enforceable  as an  alternative or additional  cause of action for
the purpose of recovering in the Required  Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so  expressed to be payable,  and (iii) shall not be affected by judgment  being
obtained  for any  other sum due  under  this  Indenture.  For  purposes  of the
foregoing,  "New York Banking Day" means any day except a Saturday,  Sunday or a
legal  holiday  in The  City  of New  York on  which  banking  institutions  are
authorized or required by law, regulation or executive order to close.

                                   ARTICLE XI.
                                  SINKING FUNDS

          Section 11.1. Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Securities of a Series,  except as otherwise permitted
or  required by any form of  Security  of such  Series  issued  pursuant to this
Indenture.

          The minimum  amount of any sinking  fund  payment  provided for by the
terms of the  Securities  of any Series is herein  referred  to as a  "mandatory
sinking  fund  payment"  and any  other  amount  provided  for by the  terms  of
Securities  of such Series is herein  referred to as an  "optional  sinking fund
payment." If provided  for by the terms of  Securities  of any Series,  the cash
amount of any sinking  fund  payment may be subject to  reduction as provided in
Section 11.2.  Each sinking fund payment  shall be applied to the  redemption of
Securities of any Series as provided for by the terms of the  securities of such
Series.

          Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

          The  Company  may, in  satisfaction  of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to
the terms of such Securities (1) deliver  outstanding  Securities of such Series
to which  such  sinking  fund  payment  is  applicable  (other  than any of such
Securities  previously  called for mandatory  sinking fund  redemption)  and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been previously so credited.
Such  Securities  shall be received by the Trustee,  together  with an Officers'
Certificate  with respect  thereto,  not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery  or credit of  Securities  in lieu of cash  payments  pursuant  to this
Section 11.2,  the principal  amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000,  the
Trustee  need not call  Securities  of such Series for  redemption,  except upon
receipt of a Company  Order  that such  action be taken,  and such cash  payment
shall  be  held by the  Trustee  or a  Paying  Agent  and  applied  to the  next
succeeding  sinking fund payment,  provided,  however,  that the Trustee or such
Paying  Agent shall from time to time upon  receipt of a Company  Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon  delivery by the Company to the Trustee of  Securities of that
Series  purchased by the Company having an unpaid  principal amount equal to the
cash payment required to be released to the Company.

          Section 11.3. Redemption of Securities for Sinking Fund.

          Not  less  than 45  days  (unless  otherwise  indicated  in the  Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular  Series of Securities)  prior to each sinking fund payment date for
any Series of  Securities,  the Company will deliver to the Trustee an Officers'
Certificate  specifying  the amount of the next ensuing  mandatory  sinking fund
payment  for that  Series  pursuant  to the terms of that  Series,  the  portion
thereof,  if any,  which is to be  satisfied  by payment of cash and the portion
thereof,  if any,  which is to be  satisfied  by  delivering  and  crediting  of
Securities of that Series pursuant to Section 11.2., and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall  thereupon be obligated to pay the amount  therein  specified.
Not less than 30 days  (unless  otherwise  indicated  in the  Board  Resolution,
Officers'  Certificate  or  supplemental  indenture  in respect of a  particular
Series of  Securities)  before each such  sinking  fund payment date the Trustee
shall select the  Securities  to be redeemed upon such sinking fund payment date
in the  manner  specified  in  Section  3.2 and cause  notice of the  redemption
thereof  to be given in the name of and at the  expense  of the  Company  in the
manner  provided  in Section  3.3.  Such  notice  having  been duly  given,  the
redemption of such Securities shall stated in Sections 3.4, 3.5 and 3.6.

            [The Remainder of this page is intentionally left blank.]


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

                                     Eagle Bulk Shipping Inc.

                                     By: /s/ [TBD]
                                       -------------------
                                     Name: [TBD]
                                     Its: [Chief Accounting Officer and
                                     Company Secretary]

                                     [Name of Trustee]

                                     By:___________________________
                                     Name:
                                     Its:

EX-5.1

                                                                     EXHIBIT 5.1

                        [Seward & Kissel LLP Letterhead]


Eagle Bulk Shipping Inc.                                        December 29, 2006
477 Madison Avenue
New York, NY 10022


                RE: EAGLE BULK SHIPPING INC.


Ladies and Gentlemen:

     We have acted as counsel to Eagle Bulk Shipping Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-3 as filed with
the U.S. Securities and Exchange Commission (the "Commission") on December 29,
2006, as thereafter amended or supplemented (the "Registration Statement"), with
respect to the public offering (the "Primary Offering") of up to an aggregate of
$220,500,000 of securities which may include common shares, preferred shares,
debt securities, guarantees, warrants, purchase contracts and units
(collectively the "Securities") and up to 7,425,000 of our Common Shares that
may be offered (the "Secondary Offering" and together with the Primary Offering
the "Offering") by one or more selling shareholders (the "Shares").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the
Company (the "Prospectus") included in the Registration Statement; and (iii)
such corporate documents and records of the Company and such other instruments,
certificates and documents as we have deemed necessary or appropriate as a basis
for the opinions hereinafter expressed. In such examinations, we have assumed
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies or drafts of
documents to be executed, the genuineness of all signatures and the legal
competence or capacity of persons or entities to complete the execution of
documents. As to various questions of fact which are material to the opinions
hereinafter expressed, we have relied upon statements or certificates of public
officials, directors of the Company and others.

     We have further assumed for the purposes of this opinion, without
investigation, that (i) all documents contemplated by the Prospectus to be
executed in connection with the Offering have been duly authorized, executed and
delivered by each of the parties thereto other than the Company, and (ii) the
terms of the Offering comply in all respects with the terms, conditions and
restrictions set forth in the Prospectus and all of the instruments, agreements
and other documents relating thereto or executed in connection therewith.

     Based upon and subject to the foregoing, and having regard to such other
legal considerations which we deem relevant, we are of the opinion that:

     1. Under the laws of the Republic of the Marshall Islands, the Securities
have been duly authorized, and when the Securities are issued, sold and paid for
as contemplated in the Prospectus, will be validly issued, fully paid and
non-assessable; and

     2. The Shares being sold by the Selling Shareholder have been validly
issued, fully paid for and are non-assessable.

     This opinion is limited to the law of the State of laws of the Republic of
the Marshall Islands as in effect on the date hereof.




     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to each reference to us and the discussions of
advice provided by us under the headings "Legal Matters" in the Prospectus,
without admitting we are "experts" within the meaning of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder with
respect to any part of the Registration Statement.



                                                 Very truly yours,


                                                 [/s/ Seward & Kissel LLP]






                                       2

EX-12

                                                                      Exhibit 12

                               EAGLE BULK SHIPPING
                                 UNIVERSAL SHELF

RATIO OF EARNINGS TO FIXED CHARGES WORKSHEET

Period                                     31-DEC-05    30-JUN-06   30-SEP-06
                                          ----------   ----------   ----------
1. Net Income                              6,653,400   20,184,237   29,284,974
2. Fixed Charges (as per below)            7,208,641    4,183,673    7,364,009
3. Amortized Capitalized Interest                 --           --
                                          ----------   ----------   ----------
Total Earnings                            13,862,041   24,367,910   36,648,983
                                          ----------   ----------   ----------
Fixed Charges
1. All Interest                            5,979,864    4,117,448    7,246,518
2a. Amortization of Debt Issuance Costs       98,065       66,225      117,491
2b. Write-Off of Debt Issuance Costs       1,130,712
3. Interest Portion of Rental Expense             --           --
4. Preferred Stock Dividends                      --           --
                                          ----------   ----------   ----------
Total                                      7,208,641    4,183,673    7,364,009
                                          ----------   ----------   ----------
Ratio of earnings to fixed charges               1.9          5.8          5.0

EX-23.2

                                                                    Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-000000) and related Prospectus of Eagle
Bulk Shipping Inc. for the proposed sale of debt or equity securities and to the
incorporation by reference therein of our report dated March 8, 2006, with
respect to the consolidated financial statements of Eagle Bulk Shipping Inc.
included in its Annual Report (Form 10-K) for the period ended December 31,
2005, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

New York, New York
December 22, 2006