Following: (a) To Acquire, Possess, Administrate, Encumber, Lease, Alienate And - ULTRAPETROL BAHAMA - DOC

Document Sample
Following: (a) To Acquire, Possess, Administrate, Encumber, Lease, Alienate And - ULTRAPETROL BAHAMA - DOC Powered By Docstoc
					                                                  EXHIBIT 3.21

TRANSLATION.-

PUBLIC DOCUMENT NUMBER NINE THOUSAND TWO HUNDRED SEVENTY SEVEN (9277)

WHEREBY the Corporation known as "RIVERVIEW COMMERCIAL CORP.", with domicile in the City of
Panama, Republic of Panama, is incorporated.

                                          Panama, October 24th, 2003.

In the City of Panama, capital of the Republic and seat of the notarial circuit of the same name, on the twenty-
fourth (24th) day of the month of October, of the year two thousand and three (2003), before me, Licentiate
RUBEN ELIAS RODRIGUEZ AVILA, Third Notary Public of the Panama Circuit, holder of the identity card
number four-eighty nine-six hundred forty two (4-89-642), personally appeared the following persons, to me
known: MARIO EDUARDO CORREA ESQUIVEL (Mario E. Correa), male, of legal age, married, lawyer,
Panamanian and resident of this city, holder of personal identification card number eight-two hundred and thirty
one-seven hundred and thirty five (8-231-735); and JULIO ERNESTO LINARES FRANCO (Julio E. Linares
F.), male, of legal age, married, lawyer, Panamanian and resident of this city, holder of personal identification
card number eight-two hundred and thirty-one thousand six hundred and sixty six (8-230-1666); and they
requested that I issue this Public Instrument to make of record that they are incorporating a corporation,
according to Panamanian law, subject to the following Articles of Incorporation:

FIRST: The name of the Company is: "RIVERVIEW COMMERCIAL CORP.".

SECOND: The objects and purposes which the corporation shall mainly undertake, develop and carry on within
or outside the Republic of Panama are the following: (a) to acquire, possess, administrate, encumber, lease,
alienate and dispose of in any form, all types of goods, such as chattel, real estate, livestock or of any other
nature, including rights, obligations and quotas of participation, whether as owner or for the account of third
parties; (b) to issue, administer, buy, sell and negotiate all types of shares, quotas, documents, bonds, titles or
securities, whether on its own account or on the account of third parties; (c) to buy, acquire, sell, or grant patents,
marks, copyrights, licenses and formulas, and to exploit them commercially; (d) to buy, sell, charter and
administrate all types of ships; as well as to operate maritime agencies and carry on maritime operations in
general; (e) to invest in companies, businesses or projects, and the negotiation, exploitation or participation in
mining, industrial,
                                                        -2-

commercial, real estate, maritime or any another class of companies; (f) to open, operate and administer accounts
in banks or other lending or financial institutions; and to give and take loans; to remit, accept, endorse, discount
and grant notes, drafts and other negotiable documents, and to offer all kinds of guarantees in favor of third
parties upon all or any of the assets of the company; and (g) to engage in any another lawful business permitted
by the Laws of the Republic of Panama or which these may allow in the future.

THIRD: The authorized capital stock of the corporation is of TEN THOUSAND DOLLARS (US$10,000.00),
legal currency of the United States of America, divided into TEN THOUSAND (10,000) BEARER OR
NOMINATIVE SHARES, with a nominal value of ONE DOLLAR (US$1.00) each. The holder of a certificate
issued to bearer may have said certificate exchanged for another certificate in his name for equal number of
shares; and the holder of nominative shares may have his certificate exchanged for another to bearer for equal
number of shares. The capital stock may be increased; more and new shares may be issued and the nominal
value, class and rights pertaining to said shares may be changed. Each share shall be entitled to one vote.

FOURTH: The Board of Directors of the Corporation shall authorize the issue of shares of the corporation and
prescribe their distribution.

FIFTH: The domicile of the corporation shall be the City of Panama, Republic of Panama. The corporation may
develop its activities and establish branches and offices in any other part of the world, and may likewise re-
domicile or change its domicile of incorporation in order to continue existing under the laws of another country or
jurisdiction, subject to the authorization of the Board of Directors or the Assembly of Shareholders of the
corporation.

SIXTH: The number of the first directors shall be three (3). The Board of Directors may, however, increase the
number of Directors to seven (7) and may also designate them. The Board of Directors shall have the duties and
exercise the powers specifically set forth in the by-laws of the Corporation. It shall not be necessary to be a
shareholder in order to be a Director.

SEVENTH: The duration of the corporation shall be perpetual.
                                                       -3-

EIGHTH: The Officers of the corporation shall be elected in the manner and according to what is prescribed in
the by-laws of the Corporation. The same person may perform two (2) or more offices.

NINTH: The President of the corporation is the Legal Representative. In his absence or inability, the Legal
Representative shall be the Vice-president.

TENTH: The holders of fifty one percent (51%) of the outstanding stock of the Corporation shall constitute
quorum for the transaction of business on the part of the General Assembly of Shareholders. In order that the
resolution of the General Assembly of Shareholders may be valid the affirmative vote of the majority of the
holders of the outstanding stock, present or represented by proxy, is required. The meetings of the General
Assembly of Shareholders shall be held in the Republic of Panama or at any other place outside the Republic of
Panama which the Board of Directors or the General Assembly by themselves may determine.

ELEVENTH: Any Shareholder may grant a Proxy by means of a public or private document to be represented in
any meeting or General Assembly of Shareholders to be held. In case of Bearer Shares this Proxy shall be
granted before a Notary Public and on it the Notary shall record the number of share certificates presented by
the grantor shareholder to the Notary, specifying the number of shares represented by each certificate.

TWELFTH: The Board of Directors may make, change, amend or revoke the by-laws of the Corporation, and
prescribe and change from time to time the amounts of capital stock which it shall keep in reserve for any
legitimate purpose.

THIRTEENTH: The Board of Directors may hold its meetings, maintain one or more offices and keep the books
of the Corporation at the places which the Board itself may at any time designate, within or without the Republic
of Panama. During the meetings of the Board of Directors, any Director may be represented and vote by Proxy
or Proxies (who do not need to be Directors) appointed in writing (through fax, telex or cable), with or without
power of substitution.

FOURTEENTH: The Corporation reserves the right to amend, change or revoke any of the provisions of these
Articles of Incorporation, in the manner permitted by the laws of the Republic of Panama, it being understood
that all rights conferred by these Articles of Incorporation upon the Officers, the Board of Directors and the
Shareholders of the corporation are subject to such reservation.
                                                        -4-

FINAL PROVISIONS:

(A) The name and the domicile of each of the subscribers to these Articles of Incorporation and the number of
shares to which each of them agrees to subscribe, are as follows: MARIO E. CORREA, of Via General Nicanor
A. de Obarrio
- Fiftieth (50th) Street, Plaza 2000, City of Panama, Republic of Panama, ONE
(1) SHARE; and JULIO E. LINARES F., of Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Plaza
2000, City of Panama, Republic of Panama, ONE (1)
SHARE.

(B) The Resident Agent shall be the Law Firm "TAPIA, LINARES Y ALFARO" whose address is as follows:
Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Plaza 2000, Post Office Box cero eight one six -
cero two nine eight four (0816- 02984), Panama, Republic of Panama; Telephone: five zero seven (507) two six
three - six zero six six (263-6066); Fax: five zero seven (507) two six three - five three zero five (263-5305).

(C) The Directors of the Corporation shall be: JUAN ARTURO MONTES GOMEZ, CLARISSA PLATA DE
AGUIRRE and ELSA MARIA SOUSA QUINTERO, all with domicile at Via General Nicanor A. de Obarrio -
Fiftieth (50th) Street, Plaza 2000, City of Panama, Republic of Panama.

(D) The Officers of the Corporation shall be: JUAN ARTURO MONTES GOMEZ, President; CLARISSA
PLATA DE AGUIRRE, Vice-president and Treasurer; ELSA MARIA SOUSA QUINTERO, Secretary.

I made known to the parties appearing before me that a copy of this public instrument must be registered; and it
having been read to them in the presence of the attesting witnesses, Mrs. Vielka Mireya Diaz de Canizales, with
personal identity card number eight-four two one-six seven three (8-421-673); and Miss Luz Marela Antinori
Nunez, with personal identity card number N-eighteen-three hundred thirty one (N-18-331), of legal age, and
residents of this city, to me known and qualified to discharge the duty, they found it to be correct, and they all
sign it as a matter of record, before me, the Notary Public, whereunto I attest.

THIS Document bears number NINE THOUSAND TWO HUNDRED SEVENTY SEVEN (9277)

(sgd) Mario E. Correa -- Julio E. Linares F. -- Vielka D. de Canizales -- Luz Marela Antinori N. -- Ruben Elias
Rodriguez Avila, Third Notary Public.
                                                           -5-

Conforms with its original this copy which I issue, seal and sign in the City of Panama, Republic of Panama, on
the twenty-fourth (24th) day of the month of October, in the year two thousand three (2003).- (sgd.) Lic. Ruben
Elias Rodriguez Avila, Third Notary Public.

FILED IN THE PUBLIC REGISTRY OFFICE OF PANAMA: Province: PANAMA.- Date and Hour:
2003/10/28 16:03:35:6.- Volume: 2003.- Entry: 121533.- Presenting: TATIANA DEL MORAL.- Identity card
number: 8-733-611 Liquidation No. 8463550.- Total Duties:
60.00.- Filed by: EDEHER.- Sgd. Illegible signature.- There is a stamped seal of the Public Registry Office of
Panama.- Record in the Technological System of Information of the Public Registry Office. Mercantile Section,
Microjacket No. 442687, Initials S.A., Document Redi No. 546748 - work performed Articles of
Incorporation, Registration Duties B/. 50.00 - Qualification Duties B/. 10.00 - Place and date of record Panama,
October 30th, 2003.- (sgd.) U. Pedreschi. There is a stamped seal of the Public Registry Office of Panama.

I, Bertilda R. de Torres, do hereby certify that the foregoing is a true and exact translation of its original in
Spanish.

                                             Panama, April 19th, 2004.

                                            /s/ Bertilda R. De Torres
                                            -------------------------

                                            [SEAL]
                                                 BY-LAWS OF

                                   RIVERVIEW COMMERCIAL CORP.

                                                CHAPTER ONE

                                                     OFFICE

Article One.- Main Offices.

The main offices of this corporation shall be at Plaza 2000, 4th Floor, Via General Nicanor A. de Obarrio, City
of Panama, Republic of Panama.

Article Two.- Other Offices.

The corporation may have other offices at such places as the Board of Directors may, from time to time,
designate or where the business of the corporation may require.

                                                CHAPTER TWO

                                      General Assembly of Stockholders

Article One.- Place of holding meetings.

The meetings of the General Assembly of Stockholders of the corporation shall be held at the offices of the
corporation in the Republic of Panama, unless otherwise specified in the notice or in the waiver of notice of the
meeting, being understood, however, that this provision shall be subject to what is provided in Article Four of this
Chapter, and being further understood that the Directors may, by resolution of the Board, change the place for
the holding of meetings of the Assembly of Stockholders for any place within or without the Republic of Panama.

Article Two.- Annual Meeting.

Subject to what is provided in Article One and Four of this Chapter, and unless otherwise specified in the notice
or in the waiver of notice of the meeting, the annual meeting of the Assembly of Stockholders of the corporation
shall be held in the offices of the Company, in the Republic of Panama or as such other place within or without
the Republic of Panama as may be determined by the Board of Directors, at 10:00 o'clock in the forenoon on the
12th day of January of each year, if not a legal holiday, and if it were a
legal holiday then on the next day not being a legal holiday, for the purpose of electing Directors and for the
transaction of such other business as may be brought before the meeting. If for any reason said meeting shall not
be held on the date designated, the same may be held at any time thereafter, through notice or waiver of notice of
the meeting, as it may be further established, and the matters to be discussed thereat may be transacted at any
special meeting called for that purpose.

Article Three.- Special Meetings.

Special meetings of the Assembly of Stockholders may be called by orders of the President or the Board of
Directors at any time deemed necessary, and it shall be binding to order the notice for such meetings when so
requested in writing by the Stockholders owners of not less than one twentieth of the issued and outstanding
shares entitled to vote thereat. The matters to be transacted at a special meeting shall be limited to the objects
specified in the notice of the meeting.

Article Four.- Notice of meetings.

Notice of the date and place of the annual meeting or any special meeting of the stockholders shall be given by
the Secretary of the corporation to each stockholder entitled to vote thereat by mailing a letter to each
stockholder to the address left by him at the office of the Secretary of the corporation, or to his last known
address, or by personal delivery of the same, not less than ten days before such meetings. The notices for special
meetings shall also indicate the purposes of the meeting. All or any of the Stockholders may waive notice of a
meeting before or after the holding of such meeting and the presence of a stockholder at any meeting, in person
or by proxy shall be considered as a waiver on his part to the notice of said meeting. The meetings of the
stockholders may be held at any time, for any purpose, without notice, when all the Stockholders are present in
person or represented by proxy, or when all the stockholders shall waive notice and consent to the holding of
such meeting.
If the corporation has issued shares to bearer the notice for the meetings of the stockholders, unless waived by
writing before or after the meeting, shall be published in a newspaper designated by the Board of Directors.

Article Five. Voting at the meetings of the Assembly of Stockholders.

In every Assembly of Stockholders, each of the owners of stock of the company, with voting rights, shall have
the right to one vote for each share appearing registered in his name at the time of closing of the books, prior to
said meeting, and if such books would not have been closed, then for each share registered in his name on the
date fixed by the Board of Directors, as prescribed in Article 6 of Chapter V of these by-laws. In the event of
shares issued to bearer, the holder of a certificate or certificates, representing such shares entitled to vote, shall be
entitled to one vote at any meeting of the Stockholders, for each share entitled to vote, upon presentation at said
meeting of said certificate or certificates or upon presentation of any other evidence of ownership as may be
prescribed by the Board of Directors.

Article Six.- Proxies.

Each of the stockholders shall be entitled to vote in person or by a special proxy, appointed by an instrument in
writing, or by letter, executed with the signature of the stockholder, or by an attorney duly authorized.

Article Seven.- Voting Procedure.

All election shall be made by ballots, and all matters shall be decided by a majority of votes, that is, more than
one half.

Article Eight.- Stock Register.

The Officer or Agent in charge of the Stock Register shall keep a complete alphabetical list of the Stockholders
entitled to vote, containing the residence and the number of shares held by each, which list and Stock Register
shall be kept on file at any office of the corporation. The Stock Register shall be the only evidence as to who are
the Stockholders entitled to vote at any meeting of the Stockholders. In the event of shares
issued to bearer the Stock Register shall specify the number of shares so issued, the date of issue and that such
shares are fully paid and non-assessable.

Article Nine.- Quorum.

The holders of a majority of the total number of shares issued and outstanding entitled to vote at any meeting,
present personally or by proxy, shall constitute a quorum for the transaction of business, unless the Law shall
require the representation of a larger number. In the absence of a quorum, the Stockholders present or
represented on the date and place at which the meeting should have been held may adjourn the meeting from time
to time until a quorum is present. At any such adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted by a quorum of Stockholders, just as it might have been
transacted at the meeting originally called.

Article Ten. President and Secretary.

The President, or in his absence, the Vicepresident, shall declare open all meetings of the General Assembly of
Stockholders and shall preside such meetings; but in the absence of the President and the Vicepresident of the
corporation, the Stockholders may elect a Chairman to preside the meeting. The Secretary of the corporation
shall act as Secretary at all meetings of the Assembly of Stockholders, but in the absence of the Secretary of the
corporation, the Stockholders may appoint any person to act as Secretary of the meeting.

                                              CHAPTER THREE

                                               Board of Directors

Article One.- Election, Qualification and Vacancies.

The properties and businesses of the corporation shall be managed and controlled by a Board of Directors,
consisting of three (3) members, but such number may be changed at any time. In the event of an increase in the
number of Directors until the meetings of the Assembly of Stockholders are held, the additional Directors may be
elected by the Board of Directors already existing, to exercise their duties until the next meeting of the Assembly
of Stockholders or until the election and qualification of their successors. In the event of a vacancy in the Board
of Directors by reason of death, resignation, removal or otherwise, the remaining Directors, by resolution
approved by the majority thereof, shall have power to fill such vacancy for any unexpired term. A Director shall
remain validly in his office until his successor shall be elected and shall qualify.

Article Two.- Place of holding the meetings.

Meetings of the Board of Directors may be held at the places designated by the Board of Directors, from time to
time, or at the places agreed in writing by all the Directors.

Article Three.- Regular Meetings.

Regular meetings of the Board of Directors may be held with or without notice, as the Board of Directors may,
from time to time, determine by resolution.

Article Four.- Special Meetings.

Special meetings of the Board of Directors may be held when called by the President with two days notice in
advance given to each Director, whether by personal delivery, or by mail, telex, cable, fax or other method of
communication. Special meetings of the Board of Directors may be held for any purpose, without notice, when all
the Directors are present, or waive notice and consent to the holding of such meetings.

Article Five. - Quorum.

The majority of the Directors shall constitute a quorum and may decide validly on the matters submitted to the
consideration of the Board of Directors.

Article Six.-

Directors may be represented by proxy, by public or private document, for such purpose, if it is expressly
allowed by the Articles of Incorporation.

Article Seven.- Compensation.

The Directors, as such, shall not receive any fixed salary for their services, but by resolution of the Board of
Directors the payment of a certain sum may be agreed upon, as
well as the expenses for attendance, if any, for the attendance to each regular or special meeting of the Board of
Directors; being it understood, however, that this provision shall not be construed as to prevent any Director from
rendering his services to the corporation in any other capacity and from receiving the respective remuneration.
The members of special or permanent committees may receive likewise compensation for the attendance to the
meetings of the committee of which they are members.

Article Eight.- Voting with respect of other shares.

The Directors shall have the power to designate the person who shall be entitled to vote on behalf of the
corporation with respect to the Stock, bonds or securities that the corporation has in other companies, as well as
the person entitled to assign and transfer such stock, bonds or securities.

                                                 CHAPTER FOUR

                                                       Officers

Article One.- Election, Term and Vacancies.

The officers of the corporation shall be a President, a Secretary and a Treasurer, who shall be elected by the
Board of Directors. The Board of Directors may also appoint such other Officers and Agents, including one or
more Vice-Presidents, as it may deem necessary, who shall have the authorization and perform the duties
conferred to them, from time to time, by the Board of Directors. The Officers elected by the Board of Directors
shall exercise their offices for one year, or until their successors are elected and qualified, being it understood that
any officer may be removed at any time by the affirmative vote of a majority of all the Directors. The vacancies
occurring among the Officers of the corporation shall be filled by the Board of Directors, who shall fix their
salaries. An Officer does not need to be a Director and any person may exercise two or more offices.

Article Two. President.

The President is the Legal Representative and Executive Chief of the corporation. He shall preside all meetings of
the Assembly of Stockholders and of the Board of
Directors. He shall have the general and active management of the businesses of the corporation, subject to the
Board of Directors, and shall see that all the orders and resolutions of the Board of Directors be performed.
Jointly with any other Officers designated by the Board of Directors he shall execute or shall procure the
execution of contracts and shall sign or procure the signature of the other obligations authorized by the Board of
Directors. Jointly with any other Officer designated by the Board of Directors and previous the authorization
thereof, he may delegate or grant powers in favor of third persons or Agents, in connection with the business of
the corporation.

Article Three. Vicepresident.

The Vicepresident shall have all the powers and shall perform all the duties of the President in the event of his
absence or disability. He shall also have the powers and duties that may be delegated to him, from time to time,
by the President. He shall also have the powers and duties that may be conferred to him by the Board of
Directors.

Article Four.- Secretary.

The Secretary shall attend to all meetings of the Assembly of Stockholders, of the Board of Directors and of all
the committees, and shall enter the votes and proceedings of such meetings in a book that he shall keep for such
purpose. He shall keep safe custody of the Corporate Seal of the company, whenever adopted by the Board of
Directors, which he shall affix on any instrument requiring such seal. He shall give and send the notices of the
meetings, and shall be in charge of the books and documents corresponding to his office, or those entrusted to his
care by the Board of Directors or by the committees. He shall also perform the other duties corresponding to his
office or those conferred to him by the Board of Directors.

Article Five.- Treasurer.

The Treasurer shall have the custody of the funds and securities of the corporation and shall keep complete and
exact accounts of the entries and disbursements in the books belonging to the corporation and shall deposit all the
moneys and other valuable effects in
the name and to the credit of the corporation with the depositories that the Board of Directors may appoint. He
shall disburse the funds of the corporation in accordance with the orders of the Board of Directors, and shall
keep adequate vouchers of such disbursements and shall render to the President or the Board of Directors, when
required, an account of all his operations as Treasurer as well as a general balance sheet of the corporation.

Article Six.- Oaths and bonds.

The Board of Directors may by resolution require that any officers, agents or employees of the corporation take
oaths or bonds for the faithful performance of their respective duties.

Article Seven.- Signatures.

All checks, drafts or orders for the payment of money, and all acceptance, bills of exchange and notes shall be
signed by the Officer or Officers of the corporation and the Agents that the Board of Directors may appoint by
resolution.

Article Eight.- Vacancies.

The vacancies occurring among the Officers may be filled for the unexpired portion of the term by the same body
authorized to make its appointment.

Article Nine.- Delegation of Duties.

In the event of death, resignation, retirement, disability, incapacity, illness, absence, removal or negative from any
officer or agent of the corporation, or for any other reasons that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers and duties of such officer, or agent, upon any other officer, or agent,
or in any other director, while the respective measurers are being provided.
                                                 CHAPTER FIVE

                                           Shares of the Capital Stock

Article One.- Stock Certificates.

All Stock Certificates of the capital stock of the corporation shall be in the form, not incompatible with the laws
nor with the Articles of Incorporation, as the Board of Directors may approve; they shall contain a reference to
the inscription of the corporation in the Mercantile Registry; and shall be signed by Officers designated by the
Board of Directors from time to time. All Stock Certificates shall bear consecutive numbers, the name of the
person owner of the shares represented thereby, together with the number of such shares and the date of issue
and shall be entered in the books of the company.

Article Two.- Bearer Shares.

Shares may be issued to bearer only if fully paid and non-assessable.

Article Three.- Stockholders of Record.

The corporation shall have the right to consider the holder of record of any share or shares of the capital stock of
the corporation as the holder in fact thereof, and shall not be bound to recognize any claim or interest arising from
any other person in respect to the shares of one class or another, even though it may have express notice thereof,
except in the cases expressly provided in the Panama Laws.

Article Four.- Register of Bearer Shares.

In the event of shares issued to bearer the stock register shall indicate the number of shares issued, the date of
issue and that such shares have been fully paid and are non-assessable.

Article Five.- Canceled and Lost Certificates.

All stock certificates waived shall be canceled, and the corresponding certificate shall not be issued unless waiver
and cancellation of a similar certificates for a like number of shares is made. Any person who alleges the loss or
destruction of a stock certificate shall make a statement or affirmation of such fact, and shall announce it in
accordance
with the requirements of the Board of Directors, and further, if the Board of Directors shall so require, shall serve
a bond for the amount stipulated by the Board, whereupon a new certificate of the same tenor and for a like
number of shares shall be issued in lieu of the certificate alleged to have been lost or destroyed.

Article Six.- Transfers of Shares.

Transfers of shares shall be made in the books of the corporation by the holder thereof or his attorney, by waiver
and cancellation of the certificate or certificates for such shares; but the Board of Directors may appoint any bank
or trust company to act as agent or registrar for the transfers of such certificates. The books of transfers of the
corporation may be closed during the period that the Board of Directors determine, provided said period does
not exceed forty days prior to the date fixed for the annual or a special meeting of the Assembly of Stockholders,
and said period may also be closed by the Board of Directors for the time that said Board may deem necessary
for the payment of dividends and meanwhile the shares shall not be transferable. The Directors may fix also a
date not less than forty days before the holding of any meeting, as the date in which the stockholders of the class
who are not holders of the shares issued to bearer, entitled to notice of and to vote at such meeting are
determined, in which case only the stockholders of record in such date shall be entitled to notice of and to vote at
such meeting. Shares issued to bearer shall be transferred by the delivery of the certificate or certificates
representing the same.

Article Seven.- Stockholders' Addresses.

Every Stockholder of record shall give to the Secretary an address to which all or any notices shall be sent, but in
the absence thereof, such notices may be sent to the last address of the stockholders or to the main office of the
corporation, except in the case provided in the Second paragraph of Article 4, Chapter 2, of these By-Laws.

Article Eight.- Regulations.
The Board of Directors shall have the power and authorization to dictate the rules and regulations it may deem
convenient to regulate the issue, transfer and registry of the stock certificates for the capital stock of the
corporation.

                                                CHAPTER SIX

                                                   Dividends

Article One.- Dividends and Reserves.

Before the payment of any dividend or the making of any distribution of profits, the Board of Directors may
deduct from the surplus or the net profits of the corporation, such sum or sums that in its discretion may be
proper as a fund of reserve for depreciation, renewal, indemnity and maintenance or for such other purposes that
the Directors may deem conducive or convenient for the interests of the corporation. Dividends upon the issued
and outstanding shares of the corporation may be declared at any regular or special meeting of the Board of
Directors.

Article Two.- Dividends in shares.

When the Board of Directors shall so determine, dividends may be paid by the issue of shares of the corporation,
provided that the capital required for such purpose is authorized and available, and provided that if such shares
shall not have been previously issued, a sum be transferred from the surplus to the account of capital of the
corporation at least equal to the one for which such shares could lawfully be sold.

                                              CHAPTER SEVEN

                                                  Fiscal Year

The fiscal year of the corporation shall be for a period of twelve months and shall end on the 31st. of December
of each year.

                                              CHAPTER EIGHT

                                                      Seal

The company may adopt a corporate seal, which shall have the form and text approved by the Board of
Directors, from time to time.
                                              CHAPTER NINE

                                                Amendments

These By-Laws may be altered, amended or revoked by the Board of Directors, at any regular or special
meeting, with or without notice of the proposed alteration, amendment or revocation.

****

The undersigned, Secretary of "RIVERVIEW COMMERCIAL CORP." company duly organized and existing in
accordance with the Laws of the Republic of Panama, does hereby

                                               C E R T I F Y:

That the foregoing is a true and exact copy of the By-Laws of said corporation, which were duly adopted at the
meeting of the Board of Directors, held at Via General Nicanor A. de Obarrio (50th Street), Plaza 2000, City of
Panama, Republic of Panama, on the 16th day of April, 2004.

                                         Panama, April 16th, 2004.

                                      /s/ Elsa Maria Sousa Quintero
                                      -----------------------------
                                      Elsa Maria Sousa Quintero
                                                EXHIBIT 3.22

                                   Commonwealth of The Bahamas IBC 01
                                   The International Business Companies Act

                                                (No. 2 of 1990)

                              Certificate of Incorporation (Section 11 and 12)

No. 71,249 B SOVEREIGN MARITIME LTD.

I, JACINDA P. BUTLER, ASST....... Registrar General of the Commonwealth Of The Bahamas Do Hereby
Certify pursuant to the International Business Companies Act (No. 2 of 1990) that all the requirements of the said
Act in respect of incorporation have been satisfied, and that

                                      SOVEREIGN MARITIME LTD.

is incorporated in the Commonwealth of The Bahamas as an International Business Company this 21ST day of
JANUARY 1998

Given under my hand and seal at Nassau in the Common- wealth of The Bahamas

                                          /s/ J. P. BUTLER
                                          ----------------------------
                                      ASST. REGISTRAR GENERAL
                                         THE INTERNATIONAL
                                     BUSINESS COMPANIES ACT, 1989

                                        ARTICLES OF ASSOCIATION

                                                          OF

                                        SOVEREIGN MARITIME LTD.

1. These Articles shall constitute the Regulations of the Company and reference therein to "the Act" shall mean
the International Business Companies Act, 1989.

2. In these Regulations, words and expressions defined in the Act shall have the same meaning; and unless there
be something in the subject or context inconsistent therewith references to directors shall mean the Board of
Directors despite the fact that the Board may consist of one director only, and references to persons shall include
corporations and all entities capable of having a legal existence.

                                                SHARE CAPITAL

3. The shares shall be under the control of the directors who may offer, allot, grant options or otherwise dispose
of them to such persons or redeem them at such times for such consideration and upon such terms and conditions
as they may determine by resolution.

4. Shares in the Company may be issued with such designations, powers, preferences and rights, qualifications,
limitations and restrictions with regard to dividend, voting, return of capital or otherwise as the directors may
determine by resolution without prejudice to any rights attaching to any existing shares and subject to the
provisions of the Act.

5. Redeemable shares shall be redeemed on such terms and conditions and in such manner as the directors may
determine by resolution before or at the time of the issue of such shares; and such shares may be redeemed at a
premium.

                                            SHARE CERTIFICATES

6. Certificates of title to shares shall be issued and the signatures or common seal thereon may be facsimiles.

7. Every member shall be entitled to one certificate for the shares registered in his name or to several certificates,
each for one or more of such shares. In respect of shares held jointly by two or more persons, the Company shall
not be bound to issue more than one certificate, and delivery of a certificate in respect of the share or shares to
one of several joint holders shall be delivery to all.

8. If a certificate is worn or lost, the directors may issue a new certificate on satisfactory proof of its loss or the
production of the worn-out certificate and upon such indemnity, as is reasonable, against any loss or liability
which the Company or its directors may incur by reason of wrongful or fraudulent use or representation made by
any person by virtue of the possession of such certificate.

9. The Company shall be entitled to treat the member specified in the share certificate as absolute owner thereof
and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any
other person except as required by these Articles or by order of a court of competent jurisdiction under authority
of the Act or other laws of The Bahamas.

10. The Company may issue share certificates, otherwise known as warrants, to bearer in respect of any fully
paid-up shares of the Company, stating that the bearer of the warrant is entitled to the shares therein specified.
Such warrants shall be issued upon such terms and subject to such conditions as may be resolved upon by the
directors.
                                                      -2-

WE, the several persons, whose names and addresses are subscribed herein are desirous of incorporating an
International Business Company under the laws of the Commonwealth of The Bahamas in pursuance of this
Memorandum of Association.

NAMES, ADDRESSES AND
DESCRIPTIONS OF SUBSCRIBERS

1. AEGIS LIMITED By:

                                        /s/ [ILLEGIBLE]
                                        -------------------------
                                        Assistant Secretary
                                        Nassau, Bahamas




2. RAPPEL LIMITED By:

                                         /s/ [ILLEGIBLE]
                                         ------------------------
                                         Assistant Secretary
                                         Nassau, Bahamas




Dated this 21st day of January, A.D. 1998.

WITNESS TO THE ABOVE SIGNATURES:

                /s/ [ILLEGIBLE]
                ---------------------

                                                                COMMONWEALTH OF THE BAHAMAS




                              REGISTRAR GENERAL'S DEPARTMENT

                                      I certify the foregoing to be a true
                                        copy of the original document.

                                       /s/ J. P. BUTLER
                                       --------------------------
                                          Asst. Registrar General




                                             January 21st, 1998
                                          THE INTERNATIONAL
                                      BUSINESS COMPANIES ACT, 1989

                                     MEMORANDUM OF ASSOCIATION

                                                           OF

                                         SOVEREIGN MARITIME LTD.

1. The name of the Company is SOVEREIGN MARITIME LTD.

2. The Registered Office of the Company will be situate at the Chambers of Harry B. Sands & Company in the
Island of New Providence one of the Islands of the Commonwealth of The Bahamas.

3. The Registered Agent of the Company will be Harry B. Sands & Company, Chambers, P.O. Box N-624, in
the Island of New Providence one of the Islands of the Commonwealth of The Bahamas.

4. The objects or purposes of the Company are:-

(1) To own, construct, hire, purchase, bareboat charter, charter, lease otherwise acquire and work ships and
vessels of any class, and to establish and maintain lines or regular services of ships or other vessels, and generally
to carry on the business of shipowners;

(2) To engage in any act or activity, business or otherwise, which is not prohibited under the International
Business Companies Act, 1989 or any other law for the time being in force in the Commonwealth of The
Bahamas.

5. Shares in the Company shall be issued in the currency of The United States of America.

6. The Company shall have an authorized capital of U.S.$5,000.00 with an aggregate par value of U.S.
$5,000.00.

7. The Company shall have one class of shares of one series comprising 5,000 ordinary common shares with a
par value of U.S.$1.00 each, but the Company is hereby authorized to issue other classes and series of shares as
the directors may by resolution determine.

8. The directors shall have the authority and the power to fix by resolution any such designations, powers,
preferences, rights, qualifications, limitations and restrictions (if any) as shall appertain to any class or series of
shares.

9. The number of shares into which the share capital is divided may be issued as registered shares or as shares
issued to bearer as the directors may by resolution determine.

10. Registered shares may be exchanged and converted into shares issued to bearer and shares issued to bearer
may be exchanged and converted into registered shares.

11. Any notice or other information required by the International Business Companies Act, 1989 to be given to
the holder of shares issued to bearer shall be given in accordance with the Articles of Association of the
Company.

12. The Company may exercise any of the powers granted under the International Business Companies Act,
1989 without any of the limitations imposed thereby unless such limitations shall be otherwise expressly contained
or set out in this Memorandum or the Articles of Association of the Company.

13. The Memorandum or Articles of Association of the Company may be amended by a resolution of members
or of the directors.

14. The liability of the members of the Company is limited to the amount unpaid on the shares respectively held
by them.
                                                         -2-

                                     TRANSFER AND TRANSMISSION

11. Upon the request of a holder of registered shares that such shares be exchanged for bearer shares, the
directors may cancel the share certificate in respect thereof and the entry in the Share Register and in such event
shall issue in substitution therefor a certificate evidencing shares issued to bearer subject to such indemnity and
upon such terms and subject to such conditions as the directors may reasonably require.

12. Upon the request of a holder of a certificate in respect of shares issued to bearer that such shares be
exchanged for registered shares, the directors may, subject to the terms and conditions on which the same were
issued, cancel such certificate and issue, in substitution, a certificate evidencing registered shares and enter the
name and address of the holder thereof in the Share Register, subject to such indemnity as the directors may
reasonably require.

13. Any person who becomes entitled by operation of law or otherwise to a share or shares in the Company in
consequence of the death, incompetence or bankruptcy of any member, shall be the only person recognized by
the Company as having any title to the shares; and may execute a valid transfer; or upon application to the
Company, may be registered as a member upon such evidence as may reasonably be required by the directors.
An application by any such person to be registered as a member shall be deemed to be a transfer of shares for all
purposes.

                                    ALTERATION OF SHARE CAPITAL

14. Any new shares issued to increase the authorized share capital of the Company shall be issued upon such
terms and conditions and with such rights and privileges and other attributes annexed thereto as the directors by
resolution shall determine; and except so far as otherwise provided by the terms of issue shall be considered part
of the original capital for all purposes under the Act and these Articles.

                PROXIES AND REPRESENTATIVES AT MEETINGS OF MEMBERS

15. A member who is an individual or corporation may be represented at a meeting of members by a proxy. The
instrument appointing a proxy shall be in writing or in such a form as the Chairman of the meeting shall deem
acceptable.

                                  VOTING AT MEETING OF MEMBERS

16. Every member holding voting shares shall either in person or by proxy have one vote on a show of hands and
on a poll shall have one vote for every voting share held. Where a corporation, being a member, wishes to be
present, it must be represented by a proxy; such proxy shall be entitled to vote for such corporation on a show of
hands and also on a poll. If there be joint registered holders of any shares, the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted, to the exclusion of the votes of the other joint holders,
and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect
of the joint holding.

17. A Committee appointed for a member of unsound mind may vote on his behalf at any meeting of members
which such member is entitled to attend and vote.

                             PROCEEDINGS AT MEETINGS OF MEMBERS

18. The President of the Company, or in his absence, any Vice-President, shall preside as Chairman of meetings
of members; if both are absent, the members shall choose one of their numbers present at the meeting to be the
Chairman.

19. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the
case of an equality of votes the Chairman shall, both on a show of hands and at the poll, have a casting vote in
addition to the vote or votes to which he may be entitled as a member.
                                                         -3-

20. At any general meeting of the members unless a poll is demanded by a member present in person or by
proxy, a declaration by the Chairman that a resolution has been carried and an entry to that effect in the book of
proceedings of the members shall be sufficient evidence of the fact, without proof of the number or proportion of
the votes recorded in favour of or against such resolution.

21. If a poll is demanded it shall be taken in such manner as the Chairman directs and the result of such poll shall
be deemed to be the resolution of the members.

22. When all members entitled to be present and vote sign either personally or by proxy the minutes of an annual
general or an extraordinary general meeting, the same shall be deemed to have been duly held notwithstanding
that the members have not actually come together or that there may have been technical defects in the
proceedings and a resolution in writing signed by all the members aforesaid shall be as valid and effectual as if it
had been passed at a meeting of the members duly called and constituted.

23. The Chairman, with the consent of the meeting, may adjourn any meeting to any time and place as he shall
determine; but no business shall be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.

24. A meeting of members may be held by telephone or other electronic means, without prior notice, if all
members entitled to vote participate and are able to hear each other at the same time and recognize each other's
voice; and a resolution approved by simple majority vote, in writing or by telex, telegram, telephone, cable,
telefax or other written electronic communication from a duly authenticated source, shall be effectual at the date
thereof as a resolution of members.

                                   SERVICE OF NOTICE ON MEMBERS

25. In the case of members holding registered shares, notice of meetings of members and other information or
written statement required to be given to members, shall be given by personal service, or sent by airmail, or by
telex, telegram, telefax, cable or other electronic means at the discretion of the directors, to each member at the
address shown in the Share Register, or in the case of joint holders of the same share or shares, at the address of
the holder first named in the Share Register and notice so given shall be sufficient notice to all such joint holders.

26. In the case of members holding shares issued to bearer, notice of meetings of members or other information
or written statement required to be given to members, shall be given by airmail addressed to the agent or attorney
whose name and address has been given, to the Company in writing, for service of notice by the bearer of the
share, identified for this purpose by the number on the share certificate; or in the absence of such address or if the
notice, information or written statement cannot be served for any other reason, by publishing the notice
information or written statement in a newspaper circulated in The Bahamas and in a newspaper circulated in the
place where the Company has its principal office.

27. Seven days notice of any meeting shall be given to members holding both registered shares and shares issued
to bearer. Any notice if served by post, shall be deemed to have been served within seven days of posting; and in
proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed,
stamped and delivered into the care of the postal authorities. The non-receipt of notice by any member shall not
invalidate the proceedings of any meeting.

                                                   DIRECTORS

28. Subject as hereinafter provided the Company shall have at least one director but not more than seven. The
Company or the Directors may, by resolution, amend the Articles from time to time to increase the minimum
number or vary the maximum number of directors.

29. The first directors of the Company shall be elected by the subscribers to the Memorandum of Association
and thereafter the directors shall be elected by resolution of members or resolution of directors for such terms as
may be specified by the enabling resolution.
                                                         -4-

30. A director need not be a member of the Company and no shareholding qualification shall be necessary to
qualify a person as a director.

31. Each director shall hold office according to the terms of his appointment. In addition to the provisions of
Section 42(2) and (3) of the Act, a director shall vacate his office if he becomes bankrupt or makes any
arrangement or composition with his creditors generally, or becomes of unsound mind, or of such infirm health as
to be incapable of managing his affairs. A director may be removed by resolution of members.

32. The directors by resolution may fix the emoluments of directors in respect of services rendered or to be
rendered in any capacity to the Company, subject to any resolution of members; and such emoluments shall be
paid out of the funds of the Company. Directors shall also be paid out of funds of the Company all expenses,
including travelling and hotel expenses, properly incurred by them in connection with the business of the
Company, as may be approved by resolution of directors and subject to any resolution of members.

33. A director may hold concurrently with his office as director any other office or position of profit (except that
of auditor) with the Company or any other company or legal entity in which the Company may be interested as
shareholder or otherwise for such remuneration and on such other terms and conditions as the directors of the
Company may determine and shall not be accountable to the Company for the same.

                                          POWERS OF DIRECTORS

34. The business and affairs of the Company shall be managed by the directors who may exercise all the powers
of the Company that are not expressly reserved to the members under the Act or any other laws of the Bahamas.

35. If the Board comprises only one, such sole director shall full power to represent the Company and to manage
the affairs and business of the Company. If there be any vacancy in the Board, the continuing director or directors
may act notwithstanding any vacancy in their body, save that if the number of directors has been fixed at two or
more persons, and by reason of vacancies having occurred among the directors there shall be only one continuing
director, he shall be authorized to act alone only for the purpose of appointing another director.

                                         MEETINGS OF DIRECTORS

36. The directors may meet upon not less than two clear days' notice at such place within or outside The
Bahamas as and whenever they think necessary for the dispatch of business and may adjourn, and otherwise
regulate their meetings and proceedings as they think fit. A meeting of directors may be convened by the
President or failing him any Vice President or any other director.

37. A majority of the Board of Directors may waive notice of any meeting.

38. A properly constituted meeting of directors shall be competent to exercise all or any of the powers, duties,
authorities and discretions for the time being vested in, or exercisable by, them as a body under authority of the
Act, the Memorandum and these Articles. Where the Board comprises more than one director a quorum shall
constitute fifty percent of the membership of the Board.

39. The President, or in his absence, a Vice-President shall preside at meetings of directors and if both are not
present within fifteen minutes from the time appointed by the meeting the directors present may choose one of
their number to be the Chairman.

40. Questions arising at any meeting of directors, or committee of directors shall be decided by simple majority of
votes; and in the case of an equality of votes, the Chairman shall have a second or casting vote.

41. All acts done at any meeting of directors, or committee of directors, shall be valid notwithstanding that it shall
afterwards be discovered that there was some defect in the appointment or continuance in office of any such
director or person acting as a director or in any director's entitlement to vote or in the proceedings at such
meeting.
                                                          -5-

42. When all the directors in person or by their alternates sign the minutes of a meeting of directors, the meeting
shall be deemed to have been duly held notwithstanding any defects in the proceedings.

43. A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called and constituted.

                                           ALTERNATE DIRECTOR

44. Any alternate director appointed shall be deemed to be a director of the Company and not an agent of the
director so appointing him.

45. A director by written instrument under his hand deposited at the Registered Office of the Company may
revoke, at any time, the appointment of his alternate; and if a director shall die or cease to hold office, the
appointment of his alternate shall thereupon cease and terminate.

                                           CORPORATE DIRECTOR

46. A director who is a body corporate may appoint, by written instrument deposited at the Registered Office of
the Company, any individual as its representative for purposes of representing such director at board meetings or
meetings of a committee of directors and transacting the business of the Company.

                                        COMMITTEE OF DIRECTORS

47. A committee of directors duly appointed by powers conferred by the Act or these Articles, may meet and
adjourn as they think fit and may elect a Chairman to preside at its meetings. If no such Chairman is elected, or if
at any meeting the Chairman is not present within fifteen minutes from the time appointed for the meeting, the
directors present may choose one of their number to be the Chairman.

                                           OFFICERS AND AGENTS

48. Any person, including a director, may be appointed by resolution of directors to be an officer or agent of the
Company; and the directors may entrust to or confer upon such officer or agent any of the powers and
authorities, including the power and authority to affix the common seal of the company, exercisable by directors
upon such terms and conditions as the Board of Directors think fit, either collaterally with, or to the exclusion of,
its own powers and subject to limitations under the Act and any regulations prescribed by the enabling resolution.

49. Officers appointed may consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer and
such other officers as the directors may deem desirable from time to time. In the absence of any specific
allocation of powers and authorities, it shall be the responsibility of the President to manage the day-to-day affairs
of the Company, the Vice-Presidents to act in order of seniority in the absence of the President but otherwise to
perform such duties as are delegated to them by the President, the Secretary to maintain the registers, minute
books and records (other than financial records) of the Company and to ensure compliance with all procedural
requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial
affairs of the Company.

50. The emoluments of officers and agents shall be fixed by resolution of directors, subject to any resolution of
members.

                                            CORPORATE OFFICER

51. Any officer who is a corporation may appoint by written instrument deposited at the Registered Office of the
Company any individual as its representative to carry out the duties and exercise the powers and authorities
attaching to such office.
                                                        -6-

                                           BORROWING POWERS

52. The directors on behalf of the Company may raise, borrow or secure money, may mortgage, pledge or
otherwise charge the Company's assets for such purposes, and may issue securities whenever money is
borrowed or as security for any debt, liability or obligation of the Company, as approved by resolution of the
directors.

                                                 GUARANTEES

53. The directors may by resolution guarantee the repayment or performance of any liability, debt or obligation of
any person and secure the same by mortgage, pledge or other charge on any of the Company's assets.

                                                  DIVIDENDS

54. Subject to the rights of holders of shares entitled to special rights as to dividends, all dividends shall be
declared and paid pari passu to shareholders of record at the date of the declaration of the dividend; but no
dividend shall be paid on those shares which are held by the Company as Treasury shares. If several persons are
registered as joint holders of any share, any of them may give effectual receipt for any dividend or other moneys
payable in respect of the share.

55. In the case of shares issued to bearer, the directors may provide for the payment of dividends by reference to
counterfoils or warrants issued with the certificate for such shares, and the production of such share counterfoil or
warrant shall evidence entitlement to receipt of such dividend in the same way and to such extent as the
production of the certificate itself. At the time of presentation of such counterfoils or warrants as may be required
to permit receipt, the directors may issue such further counterfoils or warrants as may be required to permit
receipt by the holder thereof of subsequent dividends.

56. No dividend shall bear interest against the Company.

57. The directors at their discretion may deduct from the dividends payable to any member all sums of money as
may be owing by him to the Company; and the directors shall keep such records of dividends paid and
deductions made as are necessary to reflect the financial position in this regard.

58. Notice of any dividend that is declared shall be given in a manner herein prescribed for notices to members.

                                                   RESERVES

59. The directors may, before recommending any dividend, set aside out of the profits of the Company such sum
as they think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for special dividends
or bonuses, or for repairing, improving, maintaining any of the property of the Company, and for such other
purpose as the directors shall in their absolute discretion think conducive to the interests of the Company.

60. The directors may invest the several sums so set aside upon such investments as they may think fit; and from
time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the
Company; and may divide the reserve fund into any special fund as they think fit and employ the reserve fund or
any part thereof in the business of the Company, without being bound to keep the same separate from the other
assets.

                                      CAPITALIZATION OF PROFITS

61. The directors may resolve to capitalize in whole or part the amount for the time being standing to the credit of
any of the Company's reserve accounts, or to the credit of the profit and loss account, or profits otherwise
available for distribution to members, and distribute such amount amongst members, not in cash, but in fully paid
shares, debentures or other
                                                         -7-

securities of the Company in the same proportion as such members would have been entitled to if the equivalent
amount had been distributed as a cash dividend.

62. If the directors resolve to capitalize such undistributed profits as aforesaid, they shall have full power to make
all decisions and provisions and do all acts necessary to effect the capitalization and consequent issue of shares,
debentures or other securities to members according to their respective entitlement; and to enter into such
agreements with members entitled to a distribution upon capitalization as they deem appropriate, which
agreements shall be binding on such members.

63. The directors shall keep such accounts and records of the capitalization of profits and distribution as they
deem appropriate; and in the case of an issue of bonus shares, the directors shall make the necessary entries in
the Share Register in accordance with requirements in these Articles and the Act.

                                             CREATION OF TRUST

64. Subject to the provisions of the Act, the directors by resolution may transfer assets of the Company to any
corporation or other legal entity other than an individual upon trust for the benefit of the Company, its members,
creditors or other persons having a direct or indirect interest in the Company.

                                                        SEAL

65. The directors shall provide for the safe custody of the Seal which shall not be used except by the authority of
a resolution of directors.

                                                    ACCOUNTS

66. The Company shall keep such accounts and financial records as the directors deem necessary and desirable
to reflect the financial position of the Company; and if such accounts are prepared, the directors may by
resolution call for such accounts to be examined by an auditor or accountant appointed by them at such
remuneration as may from time to time be agreed; and such books of accounts shall be kept at the Registered
Office of the Company.

                                       AMENDMENTS OF ARTICLES

67. The Company may alter or modify the conditions contained in these Articles as originally prepared or as
amended by resolution of directors or members from time to time but where the Articles expressly provide that
resolutions of directors shall be subject to any resolution of members, such provision shall not be altered except
by resolution of members.

                                                   INDEMNITY

68. Notwithstanding any of the provisions of the Act, the directors, secretary and other officers and the
Registered agent for the time being of the Company and the trustees (if any) for the time being acting in relation to
any of the affairs of the Company and every one of them and every one of their heirs, executors and
administrators shall be indemnified and secured harmless out of the assets and profits of the Company from and
against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their
heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or
omitted in or about the execution of their duty or supposed duty in their respective offices or trusts except such (if
any) as they shall incur or sustain through or by their own wilful neglect or default respectively and none of them
shall be answerable for the acts, receipts or defaults of the other or others of them or for joining in any receipt for
the sake of conformity or for any bankers or other person with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody or for the insufficiency or deficiency of any
security upon which any moneys of or belonging to the Company shall be placed out or invested or for any other
loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation
thereto except the same shall happen by or through their own wilful neglect or default respectively.
                                                   -8-

IN WITNESS WHEREOF We, the Subscribers to the Memorandum of Association have hereunto subscribed
our names this 21st day of January, A.D. 1998.

                                         AEGIS LIMITED
                                               By:

                                    /s/ [ILLEGIBLE]
                                    -------------------------
                                    Assistant Secretary




                                        RAPPEL LIMITED
                                             By:

                                    /s/ [ILLEGIBLE]
                                    -------------------------
                                    Assistant Secretary




Signed by the Subscribers to the
Memorandum of Association in the
presence of:

                     /s/ [ILLEGIBLE]
                     -------------------------

                                                     COMMONWEALTH OF THE BAHAMAS




                            REGISTRAR GENERAL'S DEPARTMENT

                                   I certify the foregoing to be a true
                                     copy of the original document.

                                    /s/ J. P. BUTLER
                                    -------------------------
                                      Asst. Registrar General




                                          January 21st, 1998
                                                  EXHIBIT 3.23

PUBLIC DOCUMENT NUMBER ONE THOUSAND TWO HUNDRED SEVENTY NINE (1279)

WHEREBY the Corporation known as "STANMORE SHIPPING INC.", with domicile in the City of Panama,
Republic of Panama, is incorporated.

                                         Panama, 4th of February 2000.

In the City of Panama, capital of the Republic and seat of the notarial circuit of the same name, on the fourth day
of the month of february, in the year two thousand (2000), before me, Licentiate BLANCA VANEGAS DE
JACOME, Fifth Notary Public of the Circuit of Panama, holder of personal identity card number eight-two
hundred one-one thousand nine hundred nineteen (8-201-1919), personally appeared the following persons, to
me known: MARIO EDUARDO CORREA ESQUIVEL (Mario E. Correa), male, of legal age, married, lawyer,
Panamanian and resident of this city, holder of personal identification card number eight-two hundred and thirty
one-seven hundred and thirty five (8-231-735); and JULIO ERNESTO LINARES FRANCO (Julio E. Linares
F.), male, of legal age, single, lawyer, Panamanian and resident of this city, holder of personal identification card
number eight-two hundred and thirty-one thousand six hundred and sixty six (8-230-1666); and they requested
that I issue this Public Instrument to make of record that they are incorporating a corporation, according to
Panamanian law, subject to the following Articles of Incorporation:

FIRST: The name of the Company is: "STANMORE SHIPPING INC.".

SECOND: The objects and purposes which the corporation shall mainly undertake, develop and carry on within
or outside the Republic of Panama are the following: (a) to acquire, possess, administrate, encumber, lease,
alienate and dispose of in any form, all types of goods, such as chattel, real estate, livestock or of any other
nature, including rights, obligations and quotas of participation, whether as owner or for the account of third
parties; (b) to issue, administer, buy, sell and negotiate all types of shares, quotas, documents, bonds, titles or
securities, whether on its own account or on the account of third parties; (c) to buy, acquire, sell, or grant patents,
marks, copyrights, licenses and formulas, and to exploit them commercially; (d) to buy, sell, charter and
administrate all types of ships; as well as to operate maritime agencies and carry on
maritime operations in general; (e) to invest in companies, businesses or projects, and the financing, negotiation,
exploitation or participation in mining, industrial, commercial, real estate, financial, maritime or any another class
of companies; (f) to open, operate and administer accounts in banks or other lending or financial institutions; and
to give and take loans; to remit, accept, endorse, discount and grant notes, drafts and other negotiable
documents, and to offer all kinds of guarantees in favor of third parties upon all or any of the assets of the
company; and (g) to engage in any another lawful business permitted by the Laws of the Republic of Panama or
which these may allow in the future.

THIRD: The authorized capital stock of the corporation is of TEN THOUSAND DOLLARS (US$10,000.00),
legal currency of the United States of America, divided into ONE HUNDRED (100) BEARER OR
NOMINATIVE SHARES, with a nominal value of ONE HUNDRED DOLLARS (US$100.00) each. The
holder of a certificate issued to bearer may have said certificate exchanged for another certificate in his name for
equal number of shares; and the holder of nominative shares may have his certificate exchanged for another to
bearer for equal number of shares. The capital stock may be increased; more and new shares may be issued and
the nominal value, class and rights pertaining to said shares may be changed. Each share shall be entitled to one
vote.

FOURTH: The Board of Directors of the Corporation shall authorize the issue of shares of the corporation and
prescribe their distribution.

FIFTH: The domicile of the corporation shall be the City of Panama, Republic of Panama. The corporation may
develop its activities and establish branches and offices in any other part of the world, and may likewise re-
domicile or change its domicile of incorporation in order to continue existing under the laws of another country or
jurisdiction, subject to the authorization of the Board of Directors or the Assembly of Shareholders of the
corporation.

SIXTH: The number of the first directors shall be three (3). The Board of Directors may, however, increase the
number of Directors to seven (7) and may also designate them. The Board of Directors shall have the duties and
exercise the powers specifically set forth in the by-laws of the Corporation. It shall not be necessary to be a
shareholder in order to be a Director.
                                                       -3-

SEVENTH: The duration of the corporation shall be perpetual.

EIGHTH: The Officers of the corporation shall be elected in the manner and according to what is prescribed in
the by-laws of the Corporation. The same person may perform two (2) or more offices.

NINTH: The President of the corporation is the Legal Representative. In his absence or inability, the Legal
Representative shall be the Vice-president.

TENTH: The holders of fifty one percent (51%) of the outstanding stock of the Corporation shall constitute
quorum for the transaction of business on the part of the General Assembly of Shareholders. In order that the
resolution of the General Assembly of Shareholders may be valid the affirmative vote of the majority of the
holders of the outstanding stock, present or represented by proxy, is required. The meetings of the General
Assembly of Shareholders shall be held in the Republic of Panama or at any other place outside the Republic of
Panama which the Board of Directors or the General Assembly by themselves may determine.

ELEVENTH: Any Shareholder may grant a Proxy by means of a public or private document to be represented in
any meeting or General Assembly of Shareholders to be held. In case of Bearer Shares this Proxy shall be
granted before a Notary Public and on it the Notary shall record the number of share certificates presented by
the grantor shareholder to the Notary, specifying the number of shares represented by each certificate.

TWELFTH: The Board of Directors may make, change, amend or revoke the by-laws of the Corporation, and
prescribe and change from time to time the amounts of capital stock which it shall keep in reserve for any
legitimate purpose.

THIRTEENTH: The Board of Directors may hold its meetings, maintain one or more offices and keep the books
of the Corporation at the places which the Board itself may at any time designate, within or without the Republic
of Panama. During the meetings of the Board of Directors, any Director may be represented and vote by Proxy
or Proxies (who do not need to be Directors) appointed in writing (through fax, telex or cable), with or without
power of substitution.

FOURTEENTH: The Corporation reserves the right to amend, change or revoke any of the provisions of these
Articles of Incorporation,
                                                       -4-

in the manner permitted by the laws of the Republic of Panama, it being understood that all rights conferred by
these Articles of Incorporation upon the Officers, the Board of Directors and the Shareholders of the corporation
are subject to such reservation.

FINAL PROVISIONS:

(A) The name and the domicile of each of the subscribers to these Articles of Incorporation and the number of
shares to which each of them agrees to subscribe, are as follows: MARIO E. CORREA, of Via General Nicanor
A. de Obarrio
- Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama, ONE (1)
SHARE; and JULIO E. LINARES F., of Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Bancomer
Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama, ONE (1) SHARE.

(B) The Resident Agent shall be the Law Firm "TAPIA, LINARES Y ALFARO" whose address is as follows:
Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, Post Office Box
Seven thousand four hundred and twelve (7412), Panama Five (5), Republic of Panama; Telephone: five zero
seven (507) two six three - six zero six six (263-6066); Fax: five zero seven (507) two six three - five three zero
five (263-5305).

(C) The Directors of the Corporation shall be: JUAN ARTURO MONTES GOMEZ, CLARISSA PLATA DE
AGUIRRE and ELSA MARIA SOUSA QUINTERO, all with domicile at Via General Nicanor A. de Obarrio -
Fiftieth (50th) Street, Bancomer Plaza, City of Panama, Republic of Panama.

(D) The Officers of the Corporation shall be: JUAN ARTURO MONTES GOMEZ, President; CLARISSA
PLATA DE AGUIRRE, Vice-president and Treasurer; ELSA MARIA SOUSA QUINTERO, Secretary.

I made known to the parties appearing before me that a copy of this public instrument must be registered; and it
having been read to them in the presence of the attesting witnesses, Mrs. Aura Isabel Santiago de Castillero, with
personal identity card number eight-one hundred eighty three-nine hundred seventy nine (8-183-979); and Miss
Maria Isabel Gonzalez Diaz, with personal identity card number eight-one hundred twenty eight-one hundred
forty nine (8-128-149), of legal age, and residents of this city, to me
                                                           -5-

known end qualified to discharge the duty, they found it to be correct, and they all sign it as a matter of record,
before me, the Notary Public, whereunto I attest.

THIS Document bears number ONE THOUSAND TWO HUNDRED SEVENTH NINE. (1279)

(sgd.) MARIO E. CORREA--JULIO E. LINARES F.--Aura I. S. de Castillero--Ma. I. Gonzalez--,BLANCA
V. DE JACOME, Fifth Notary Public.

CONFORMS with its original this copy which I issue, seal and sign in the City of Panama, Republic of Panama,
on the fourth day of the month of February, in the two thousand (2000).

(sgd.), BLANCA VANEGAS DE JACOME, Fifth Notary Public.

PUBLIC REGISTRY OFFICE - PANAMA - This document was filed at 10:25 a.m., on the 10th day of
February 2000, as per Volume 2000 and Entry 16107 of the Journal, by Katherine Knight.- Duties Paid
B/.60.00; Liquidation No.2008025756.- (sgd.), Chief of the Section.

There is a stamped seal of the Public Registry Office of Panama.

BE IT REGISTERED (Sgd.), Chief of the Section.

Inscribed the previous document in the Public Registry of Panama Department _________ (Mercantile) Roll
374637, Document 75646, Duties paid B/.60.00, on Panama, 11th February 2000. (sgd.), Chief of the Section.

I, Bertilda R. de Torres, do hereby certify that the foregoing is a true and exact translation of its original in
Spanish.

                                            Panama, September 4,2000.

                                            /s/ Bertilda R. de Torres
                                            --------------------------
                                            [SEAL]
                                                 BY-LAWS OF

                                        STANMORE SHIPPING INC.

                                                CHAPTER ONE

                                                    OFFICES

Article One.- Main Offices.

The main offices of this corporation shall be at Bancomer Plaza, 4th Floor, Via General Nicanor A. de Obarrio,
City of Panama, Republic of Panama.

Article Two.- Other Offices.

The corporation may have other offices at such places as the Board of Directors may, from time to time,
designate or where the business of the corporation may require.

                                                CHAPTER TWO

                                      General Assembly of Stockholders

Article One.- Place of holding meetings.

The meetings of the General Assembly of Stockholders of the corporation shall be held at the offices of the
corporation in the Republic of Panama, unless otherwise specified in the notice or in the waiver of notice of the
meeting, being understood, however, that this provision shall be subject to what is provided in Article Four of this
Chapter, and being further understood that the Directors may, by resolution of the Board, change the place for
the holding of meetings of the Assembly of Stockholders for any place within or without the Republic of Panama.

Article Two.- Annual Meeting.

Subject to what is provided in Article One and Four of this Chapter, and unless otherwise specified in the notice
or in the waiver of notice of the meeting, the annual meeting of the Assembly of Stockholders of the
corporation shall be held in the offices of the Company, in the Republic of Panama or as such other place within
or without the Republic of Panama as may be determined by the Board of Directors, at 10:00 o'clock in the
forenoon on the 12th day of January of each year, if not a legal holiday, and if it were a legal holiday then on the
next day not being a legal holiday, for the purpose of electing Directors and for the transaction of such other
business as may be brought before the meeting. If for any reason said meeting shall not be held on the date
designated, the same may be held at any time thereafter, through notice or waiver of notice of the meeting, as it
may be further established, and the matters to be discussed thereat may be transacted at any special meeting
called for that purpose.

Article Three.- Special Meetings.

Special meetings of the Assembly of Stockholders may be called by orders of the President or the Board of
Directors at any time deemed necessary, and it shall be binding to order the notice for such meetings when so
requested in writing by the Stockholders owners of not less than one twentieth of the issued and outstanding
shares entitled to vote thereat. The matters to be transacted at a special meeting shall be limited to the objects
specified in the notice of the meeting.

Article Four.- Notice of meetings.

Notice of the date and place of the annual meeting or any special meeting of the stockholders shall be given by
the Secretary of the corporation to each stockholder entitled to vote thereat by mailing a letter to each
stockholder to the address left by him at the office of the Secretary of the corporation, or to his last known
address, or by personal delivery of the same, not less than ten days before such meetings. The notices for special
meetings shall also indicate the purposes of the meeting. All or any of the Stockholders
may waive notice of a meeting before or after the holding of such meeting and the presence of a stockholder at
any meeting, in person or by proxy shall be considered as a waiver on his part to the notice of said meeting. The
meetings of the stockholders may be held at any time, for any purpose, without notice, when all the Stockholders
are present in person or represented by proxy, or when all the stockholders shall waive notice and consent to the
holding of such meeting.

If the corporation has issued shares to bearer the notice for the meetings of the stockholders, unless waived by
writing before or after the meeting, shall be published in a newspaper designated by the Board of Directors.

Article Five. Voting at the meetings of the Assembly of Stockholders.

In every Assembly of Stockholders, each of the owners of stock of the company, with voting rights, shall have
the right to one vote for each share appearing registered in his name at the time of closing of the books, prior to
said meeting, and if such books would not have been closed, then for each share registered in his name on the
date fixed by the Board of Directors, as prescribed in Article 6 of Chapter V of these by-laws. In the event of
shares issued to bearer, the holder of a certificate or certificates, representing such shares entitled to vote, shall be
entitled to one vote at any meeting of the Stockholders, for each share entitled to vote, upon presentation at said
meeting of said certificate or certificates or upon presentation of any other evidence of ownership as may be
prescribed by the Board of Directors.

Article Six.- Proxies.

Each of the stockholders shall be entitled to vote in person or by a special proxy, appointed by an instrument in
writing, or by letter, executed with the signature of the stockholder, or by an attorney duly authorized.
Article Seven.- Voting Procedure.

All election shall be made by ballots, and all matters shall be decided by a majority of votes, that is, more than
one half.

Article Eight.- Stock Register.

The Officer or Agent in charge of the Stock Register shall keep a complete alphabetical list of the Stockholders
entitled to vote, containing the residence and the number of shares held by each, which list and Stock Register
shall be kept on file at any office of the corporation. The Stock Register shall be the only evidence as to who are
the Stockholders entitled to vote at any meeting of the Stockholders. In the event of shares issued to bearer the
Stock Register shall specify the number of shares so issued, the date of issue and that such shares are fully paid
and non-assessable.

Article Nine.- Quorum.

The holders of a majority of the total number of shares issued and outstanding entitled to vote at any meeting,
present personally or by proxy, shall constitute a quorum for the transaction of business, unless the Law shall
require the representation of a larger number. In the absence of a quorum, the Stockholders present or
represented on the date and place at which the meeting should have been held may adjourn the meeting from time
to time until a quorum is present. At any such adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted by a quorum of Stockholders, just as it might have been
transacted at the meeting originally called.

Article Ten. President and Secretary.

The President, or in his absence, the Vice-President, shall declare open all meetings of the General Assembly of
Stockholders and shall preside such meetings; but in the absence of the President and the Vice-President of the
corporation, the Stockholders may elect a Chairman to preside the meeting. The Secretary of the corporation
shall act as Secretary at all meetings of the Assembly of Stockholders, but in the absence of the Secretary of the
corporation, the Stockholders may appoint any person to act as Secretary of the meeting.

                                                CHAPTER THREE

                                                Board of Directors

Article One.- Election, Qualification and Vacancies.

The properties and businesses of the corporation shall be managed and controlled by a Board of Directors,
consisting of three (3) members, but such number may be changed at any time. In the event of an increase in the
number of Directors until the meetings of the Assembly of Stockholders are held, the additional Directors may be
elected by the Board of Directors already existing, to exercise their duties until the next meeting of the Assembly
of Stockholders or until the election and qualification of their successors. In the event of a vacancy in the Board
of Directors by reason of death, resignation, removal or otherwise, the remaining Directors, by resolution
approved by the majority thereof, shall have power to fill such vacancy for any unexpired term. A Director shall
remain validly in his office until his successor shall be elected and shall qualify.

Article Two. - Place of holding the meetings.

Meetings of the Board of Directors may be held at the places designated by the Board of Directors, from time to
time, or at the places agreed in writing by all the Directors.

Article Three. - Regular Meetings.
Regular meetings of the Board of Directors may be held with or without notice, as the Board of Directors may,
from time to time, determine by resolution.

Article Four.- Special Meetings.

Special meetings of the Board of Directors may be held when called by the President with two days notice in
advance given to each Director, whether by personal delivery, or by mail, telex, cable, fax or other method of
communication. Special meetings of the Board of Directors may be held for any purpose, without notice, when all
the Directors are present, or waive notice and consent to the holding of such meetings.

Article Five. - Quorum.

The majority of the Directors shall constitute a quorum and may decide validly on the matters submitted to the
consideration of the Board of Directors.

Article Six. -

Directors may be represented by proxy, by public or private document, for such purpose, if it is expressly
allowed by the Articles of Incorporation.

Article Seven. - Compensation.

The Directors, as such, shall not receive any fixed salary for their services, but by resolution of the Board of
Directors the payment of a certain sum may be agreed upon, as well as the expenses for attendance, if any, for
the attendance to each regular or special meeting of the Board of Directors; being it understood, however, that
this provision shall not be construed as to prevent any Director from rendering his services to the corporation in
any other capacity and from receiving the respective remuneration. The members of special or permanent
committees may receive likewise compensation for the attendance to the meetings of the committee of which they
are members.
Article Eight.- Voting with respect of other shares.

The Directors shall have the power to designate the person who shall be entitled to vote on behalf of the
corporation with respect to the Stock, bonds or securities that the corporation has in other companies, as well as
the person entitled to assign and transfer such stock, bonds or securities.

                                                 CHAPTER FOUR

                                                       Officers

Article One.- Election, Term and Vacancies.

The officers of the corporation shall be a President, a Secretary and a Treasurer, who shall be elected by the
Board of Directors. The Board of Directors may also appoint such other Officers and Agents, including one or
more Vice-Presidents, as it may deem necessary, who shall have the authorization and perform the duties
conferred to them, from time to time, by the Board of Directors. The Officers elected by the Board of Directors
shall exercise their offices for one year, or until their successors are elected and qualified, being it understood that
any officer may be removed at any time by the affirmative vote of a majority of all the Directors. The vacancies
occurring among the Officers of the corporation shall be filled by the Board of Directors, who shall fix their
salaries. An Officer does not need to be a Director and any person may exercise two or more offices.

Article Two. President.

The President is the Legal Representative and Executive Chief of the corporation. He shall preside all meetings of
the Assembly of Stockholders and of the Board of Directors. He shall have the general and active management of
the businesses of the corporation, subject to the Board of Directors, and shall see that all the orders and
resolutions of the Board of Directors be performed. Jointly with any other Officers designated by the
Board of Directors he shall execute or shall procure the execution of contracts and shall sign or procure the
signature of the other obligations authorized by the Board of Directors. Jointly with any other Officer designated
by the Board of Directors and previous the authorization thereof, he may delegate or grant powers in favor of
third persons or Agents, in connection with the business of the corporation.

Article Three. Vice-President.

The Vice-President shall have all the powers and shall perform all the duties of the President in the event of his
absence or disability. He shall also have the powers and duties that may be delegated to him, from time to time,
by the President. He shall also have the powers and duties that may be conferred to him by the Board of
Directors.

Article Four.- Secretary.

The Secretary shall attend to all meetings of the Assembly of Stockholders, of the Board of Directors and of all
the committees, and shall enter the votes and proceedings of such meetings in a book that he shall keep for such
purpose. He shall keep safe custody of the Corporate Seal of the company, whenever adopted by the Board of
Directors, which he shall affix on any instrument requiring such seal. He shall give and send the notices of the
meetings, and shall be in charge of the books and documents corresponding to his office, or those entrusted to his
care by the Board of Directors or by the committees. He shall also perform the other duties corresponding to his
office or those conferred to him by the Board of Directors.

Article Five.- Treasurer.

The Treasurer shall have the custody of the funds and securities of the corporation and shall keep complete and
exact accounts of the entries and disbursements in the books belonging to the corporation and shall deposit all
the monies and other valuable effects in the name and to the credit of the corporation with the depositories that
the Board of Directors may appoint. He shall disburse the funds of the corporation in accordance with the orders
of the Board of Directors, and shall keep adequate vouchers of such disbursements and shall render to the
President or the Board of Directors, when required, an account of all his operations as Treasurer as well as a
general balance sheet of the corporation.

Article Six.- Oaths and bonds.

The Board of Directors may by resolution require that any officers, agents or employees of the corporation take
oaths or bonds for the faithful performance of their respective duties.

Article Seven.- Signatures.

All checks, drafts or orders for the payment of money, and all acceptance, bills of exchange and notes shall be
signed by the Officer or Officers of the corporation and the Agents that the Board of Directors may appoint by
resolution.

Article Eight.- Vacancies.

The vacancies occurring among the Officers may be filled for the unexpired portion of the term by the same body
authorized to make its appointment.

Article Nine.- Delegation of Duties.

In the event of death, resignation, retirement, disability, incapacity, illness, absence, removal or negative from any
officer or agent of the corporation, or for any other reasons that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers and duties of such officer, or agent, upon any other officer, or agent,
or in any other director, while the respective measurers are being provided.
                                                 CHAPTER FIVE

                                           Shares of the Capital Stock

Article One.- Stock Certificates.

All Stock Certificates of the capital stock of the corporation shall be in the form, not incompatible with the laws
nor with the Articles of Incorporation, as the Board of Directors may approve; they shall contain a reference to
the inscription of the corporation in the Mercantile Registry; and shall be signed by Officers designated by the
Board of Directors from time to time. All Stock Certificates shall bear consecutive numbers, the name of the
person owner of the shares represented thereby, together with the number of such shares and the date of issue
and shall be entered in the books of the company.

Article Two.- Bearer Shares.

Shares may be issued to bearer only if fully paid and non-assessable.

Article Three.- Stockholders of Record.

The corporation shall have the right to consider the holder of record of any share or shares of the capital stock of
the corporation as the holder in fact thereof, and shall not be bound to recognize any claim or interest arising from
any other person in respect to the shares of one class or another, even though it may have express notice thereof,
except in the cases expressly provided in the Panama Laws.

Article Four.- Register of Bearer Shares.

In the event of shares issued to bearer the stock register shall indicate the number of shares issued, the date of
issue and that such shares have been fully paid and are non-assessable.

Article Five.- Cancelled and Lost Certificates.
All stock certificates waived shall be cancelled, and the corresponding certificate shall not be issued unless waiver
and cancellation of a similar certificates for a like number of shares is made. Any person who alleges the loss or
destruction of a stock certificate shall make a statement or affirmation of such fact, and shall announce it in
accordance with the requirements of the Board of Directors, and further, if the Board of Directors shall so
require, shall serve a bond for the amount stipulated by the Board, whereupon a new certificate of the same tenor
and for a like number of shares shall be issued in lieu of the certificate alleged to have been lost or destroyed.

Article Six.- Transfers of Shares.

Transfers of shares shall be made in the books of the corporation by the holder thereof or his attorney, by waiver
and cancellation of the certificate or certificates for such shares; but the Board of Directors may appoint any bank
or trust company to act as agent or registrar for the transfers of such certificates. The books of transfers of the
corporation may be closed during the period that the Board of Directors determine, provided said period does
not exceed forty days prior to the date fixed for the annual or a special meeting of the Assembly of Stockholders,
and said period may also be closed by the Board of Directors for the time that said Board may deem necessary
for the payment of dividends and meanwhile the shares shall not be transferable. The Directors may fix also a
date not less than forty days before the holding of any meeting, as the date in which the stockholders of the class
who are not holders of the shares issued to bearer, entitled to notice of and to vote at such meeting are
determined, in which case only the stockholders of record in such date shall be entitled to notice of and to vote at
such meeting. Shares issued to bearer shall be transferred by the delivery of the certificate or certificates
representing the same.
Article Seven.- Stockholders' Addresses.

Every Stockholder of record shall give to the Secretary an address to which all or any notices shall be sent, but in
the absence thereof, such notices may be sent to the last address of the stockholders or to the main office of the
corporation, except in the case provided in the Second paragraph of Article 4, Chapter 2, of these By-Laws.

Article Eight.- Regulations.

The Board of Directors shall have the power and authorization to dictate the rules and regulations it may deem
convenient to regulate the issue, transfer and registry of the stock certificates for the capital stock of the
corporation.

                                                 CHAPTER SIX

                                                    Dividends

Article One.- Dividends and Reserves.

Before the payment of any dividend or the making of any distribution of profits, the Board of Directors may
deduct from the surplus or the net profits of the corporation, such sum or sums that in its discretion may be
proper as a fund of reserve for depreciation, renewal, indemnity and maintenance or for such other purposes that
the Directors may deem conducive or convenient for the interests of the corporation. Dividends upon the issued
and outstanding shares of the corporation may be declared at any regular or special meeting of the Board of
Directors.

Article Two.- Dividends in shares.

When the Board of Directors shall so determine, dividends may be paid by the issue of shares of the corporation,
provided that the capital required for such purpose is authorized and available, and provided that if such shares
shall not have been previously issued, a sum be transferred from the surplus to the account of capital of the
corporation at least equal to the one for which such shares could lawfully be sold.

                                               CHAPTER SEVEN

                                                   Fiscal Year

The fiscal year of the corporation shall be for a period of twelve months and shall end on the 31st. of December
of each year.

                                               CHAPTER EIGHT

                                                       Seal

The company may adopt a corporate seal, which shall have the form and text approved by the Board of
Directors, from time to time.

                                                CHAPTER NINE

                                                  Amendments

These By-Laws may be altered, amended or revoked by the Board of Directors, at any regular or special
meeting, with or without notice of the proposed alteration, amendment or revocation.

*****

The undersigned, Secretary of STANMORE SHIPPING INC., a company duly organized and existing in
accordance with the Laws of the Republic of Panama, does hereby

                                                 CERTIFY:

That the foregoing is a true and exact copy of the By-Laws of said corporation, which were duly adopted at the
meeting of the Board of Directors, held in the Republic of Panama, on February 4, 2000.

                                            /s/ Elsa Ma. Sousa
                                     ----------------------------------
                                                Elsa Ma. Sousa
                                                 Secretary
                                                  EXHIBIT 3.24

PUBLIC DOCUMENT NUMBER SEVEN THOUSAND FIVE HUNDRED AND THREE (7503)

WHEREBY the Corporation known as "TIPTON MARINE INC.", with domicile in the City of Panama,
Republic of Panama, is incorporated.

                                             Panama, June 30, 1995.

In the City of Panama, capital of the Republic and seat of the notarial circuit of the same name, on the-thirty (30)-
day of the month of June, in the year one thousand nine hundred and ninetyfive (1995), before me, Licentiate
RAQUEL TORRIJOS DE GOMEZ, Third Notary Public of the Panama Circuit, holder of personal identity card
number eight-two hundred and forty three-seven hundred and forty seven (8-243-747), personally appeared the
following persons, to me known: ELOY ALFARO DE ALBA (Eloy Alfaro), varon, mayor de edad, casado,
abogado, panamefio y vecino de esta ciudad, portador de la cedula de identidad personal numero ocho-ciento
veintinueve-novecientos doce (8-129-912); and JULIO ERNESTO LINARES FRANCO (Julio E. Linares F.),
varon, mayor de edad, casado, abogado, panamefio y vecino de esta ciudad, portador de la cedula de identidad
personal numero ocho-doscientos treinta-mil seiscientos sesenta y seis (8-230-1666); and they requested that I
issue this Public Instrument to make of record that they are incorporting a corporation, according to Panamanian
law, subject to the following Articles of Incorporation:

FIRST: The name of the Company is: "TIPTON MARINE INC."

SECOND: The objects and purposes of the corporation are: a) The purchase, the sale, the chartering, the
administration in general of vessels, or ships, and the operation of navigation lines, either in Panama or in any part
of the world; b) The operation of
maritime agencies and the execution or maritime operations in general, either in the territory of the Republic of
Panama or any foreign country; c) The purchase, sale, exchange, lease and negotiation in real or personal
property and merchandise of any kind and any other commercial or financial operation relative to and depending
to the corporate purpose, as well as participation in other corporations, either Panamanian or foreign; d) The
purchase of and dealing with stock or shares of capital stock in general any other commercial, maritime or
financial, movable or unmovable operations, permitted by the Laws of the Republic of Panama or which may be
permitted in the future; all of which purposes may be carried out by the Corporation within or without of the
Republic of Panama.

THIRD: The authorized capital stock of the corporation is of TEN THOUSAND DOLLARS (US$10,000.00),
legal currency of the United States of America, divided into ONE HUNDRED (100) BEARER OR
NOMINATIVE SHARES, with a nominal value of ONE HUNDRED DOLLARS (US$100.00) each. The
holder of a certificate issued to bearer may have said certificate exchanged for another certificate in his name for
equal number of shares; and the holder of nominative shares may have his certificate exchanged for another to
bearer for equal number of shares. The capital stock may be increased; more and new shares may be issued and
the nominal value, class and rights pertaining to said shares may be changed. Each share shall be entitled to one
vote.

FOURTH: The Board of Directors of the Corporation shall authorize the issue of shares of the corporation and
prescribe their distribution.

FIFTH: The domicile of the corporation shall be the City of Panama, Republic of Panama. The Board of
Directors may determine the domicile of the corporation to be transferred
[ILLEGIBLE]
The corporation may develop its activities and establish branches and offices in any other part of the world.

SIXTH: The number of the first directors shall be three (3). The Board of Directors may, however, increase the
number of Directors to seven (7) and may also designate them. The Board of Directors shall have the duties and
exercise the powers specifically set forth in the By-Laws of the Corporation. It shall not be necessary to be a
shareholder in order to be a Director.

SEVENTH: The duration of the corporation shall be perpetual.

EIGHTH: The Officers of the corporation shall be elected in the manner and according to what is prescribed in
the By-Laws of the Corporation. The same person may perform two (2) or more offices.

NINTH: The President of the corporation is the Legal Representative. In his absence or inability, shall be the
Vicepresident.

TENTH: The holders of fifty one percent (51%) of the outstanding stock of the Corporation shall essentially
constitute quorum for the transaction of business on the part of the General Assembly of Shareholders. In order
that the resolution of the General Assembly of Shareholders may be valid the affirmative vote of the majority of
the holders of the outstanding stock, present or represented by proxy, is required. The meetings of the General
Assembly of Shareholders shall be held in the Republic of Panama or at any other place outside the Republic of
Panama which the Board of Directors or the General Assembly by themselves may determine.

ELEVENTH: Any Shareholder may grant a Proxy by means of a public or private document to be represented in
any meeting or General Assembly of Shareholders to be held. In case of Bearer Shares this Proxy
shall be granted before a notary public and on it the Notary shall record the number of share certificates
presented by the grantor shareholder to the Notary, specifying the number of shares represented by each
certificate.

TWELFTH: The Board of Directors may make, change, amend or revoke the By-Laws of the Corporation, and
prescribe and change from time to time the amounts of capital stock which it shall keep in reserve for any
legitimate purpose.

THIRTEENTH: The Board of Directors may hold its meetings, maintain one or more offices and keep the books
of the Corporation at the places which the Board itself may at any time designate, within or without the Republic
of Panama. During the meetings of the Board of Directors, any Director may be represented and vote by Proxy
or Proxies (who do not need to be Directors) appointed in writing (through fax, telex or cable), with or without
power of substitution.

FOURTEENTH: The Corporation reserves the right to amend, change or revoke any of the provisions of these
Articles of Incorporation, in the manner permitted by the laws of the Republic of Panama, it being understood
that all rights conferred by these Articles of Incorporation upon the Officers, the Board of Directors and the
Shareholders of the corporation are subject to such reservation.

FINAL PROVISIONS:

A) The name and the domicile of each of the subscribers to these Articles of Incorporation and the number of
shares to which each of them agrees to subscribe, are as follows: ELOY ALFARO, of Via General Nicanor A.
de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama,
ONE (1) SHARE; and JULIO E. LINARES F., of Via General Nicanor A. de Obarrio - Fiftieth (50th) Street,
Bancomer Plaza, Fourth (4th) Floor, City of
[ILLEGIBLE]
(B) The Resident Agent shall be the Law Firm "TAPIA, LINARES Y ALFARO" whose address is as follows:
Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, Post Office Box
Seven thousand four hundred and twelve (7412), Panama Five (5), Republic of Panama; Telephone: five zero
seven (507) two six three - six zero six six (263-6066); Fax: five zero seven (507) two six three - five three zero
five (263-5305). The Resident Agent of the corporation is duly empowered to act as resident agent, represent,
register, apply for flag registration, obtain Patents of Navigation and Radio Licenses, as well as to file
applications, objections, protests, claims and affidavits, appeals and challenges, to pay taxes, to obtain evidences,
to serve notices, rename vessels, accept their transfer, to cancel their registry and to make any other necessary
acts before the authorities of the Republic of Panama in connection with the vessels owned by the corporation
registered or to be registered in the Republic of Panama, including without limitation the acceptance on its behalf
of the sales of vessels made thereto, for which purpose a power of attorney is hereby granted;

C) The Directors of the Corporation shall be: JUAN ARTURO MONTES GOMEZ (Juan A. Montes G.), of
Via General Nicanor A. de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th) Floor, City of Panama,
Republic of Panama; CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre), of Via General Nicanor A.
de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama;
and ELSA MARIA SOUSA QUINTERO (Elsa Ma. Sousa), of Via General Nicanor A. de Obarrio (Fiftieth
(50th) Street), Bancomer Plaza, Fourth
(4th) Floor, City of Panama, Republic
of Panama.

D) The Officers of the Corporation shall be: JUAN ARTURO MONTES GOMEZ (Juan A. Montes G.),
President; CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre), Vicepresident and Treasurer; and
ELSA MARIA SOUSA QUINTERO (Elsa Ma. Sousa) , Secretary.

I made known to the parties appearing before me that a copy of this public instrument must be registered; and it
having been read to them in the presence of the attesting witnesses, Mrs. Aura Isabel Santiago de Castillero, with
personal identity card number eight-one hundred eighty three-nine hundred seventy nine (8-183-979); and Miss
Maria Isabel Gonzalez Diaz, with personal identity card number eight-one hundred twenty eight-one hundred
forty nine (8-128-149), of legal age, and residents of this city, to me known and qualified to discharge the duty,
they found it to be correct, and they all sign it as a matter of record, before me, the Notary Public, whereunto I
attest.

THIS Document bears number SEVEN THOUSAND FIVE HUNDRED AND THREE (7503)

(sgd.) ELOY ALFARO JULIO E. LINARES F Aura I. S. de Castillero Ma. I. Gonzalez RAQUEL TORRIJOS
DE GOMEZ, Third Notary Public.

Conforms with its original this copy which I issue, seal and sign in the City of Panama, Republic of Panama, on
the thirty (30) day of the month of June, in the year one thousand nine hundred and ninety five (1995).

(sgd.) Raquel Torrijos de Gomez, Third Notary Public.

PUBLIC REGISTRY OFFICE - PANAMA - This document was filed at 03:11:55:7 p.m., on the 4 day of July
of 1995, as per Volume 239 and Entry 6113 of the Journal, by Jorge Sierra.- Duties Paid B/.60.00; Liquidation
No. 895049436.- (sgd.) Jorge Luis
[ILLEGIBLE]

There is a stamped seal of the Public Registry Office of Panama.

BE IT REGISTERED (Sgd.) ROSA ELVIRA H. DE DUTARI, Chief of the Section.

This document has been recorded at Microjacket 304181, Roll 46593, Frame 0011, of the Microfilm
(Mercantile) Section of the Public Registry Office, on July 10, 1995.-

(sgd.) Arelis Odila E. de Poveda, Chief of the Section.

I, BERTILDA R. DE TORRES, do hereby certify that the foregoing is a true and exact translation of its original
in Spanish.

                                            Panama, July 27, 1995.

                                        /s/ Bertilda R. De Torres
                                      -------------------------------
                                            BERTILDA R. DE TORRES
                                             INTERPRETE PUBLICO
                                                CED. 9-81-1421
                                           RESOLUCION NO. 112 DE 1993
                                                 BY-LAWS OF

                                           TIPTON MARINE S. A.

                                                CHAPTER ONE

                                                     OFFICE

Article One.- Main Offices.

The main offices of this corporation shall be at Bancomer Plaza, 4th Floor, Via General Nicanor A. de Obarrio,
City of Panama, Republic of Panama.

Article Two.- Other Offices.

The corporation may have other offices at such places as the Board of Directors may, from time to time,
designate or where the business of the corporation may require.

                                                CHAPTER TWO

                                      General Assembly of Stockholders

Article One.- Place of holdine meetings.

The meetings of the General Assembly of Stockholders of the corporation shall be held at the offices of the
corporation in the Republic of Panama, unless otherwise specified in the notice or in the waiver of notice of the
meeting, being understood, however, that this provision shall be subject to what is provided in Article Four of this
Chapter, and being further understood that the Directors may, by resolution of the Board, change the place for
the holding of meetings of the Assembly of Stockholders for any place within or without the Republic of Panama.
Article Two.- Annual Meeting.

Subject to what is provided in Article One and Four of this Chapter, and unless otherwise specified in the notice
or in the waiver of notice of the meeting, the annual meeting of the Assembly of Stockholders of the corporation
shall be held in the offices of the Company, in the Republic of Panama or as such other place within or without
the Republic of Panama as may be determined by the Board of Directors, at 10:00 o'clock in the forenoon on the
12th day of January of each year, if not a legal holiday, and if it were a legal holiday then on the next day not
being a legal holiday, for the purpose of electing Directors and for the transaction of such other business as may
be brought before the meeting. If for any reason said meeting shall not be held on the date designated, the same
may be held at any time thereafter, through notice or waiver of notice of the meeting, as it may be further
established, and the matters to be discussed thereat may be transacted at any special meeting called for that
purpose.

Article Three.- Special Meetings.

Special meetings of the Assembly of Stockholders may be called by orders of the President or the Board of
Directors at any time deemed necessary, and it shall be binding to order the notice for such meetings when so
requested in writing by the Stockholders owners of not less than one twentieth of the issued and outstanding
shares entitled to vote thereat. The matters to be transacted at a special meeting shall be limited to the objects
specified in the notice of the meeting.
Article Four.- Notice of meetings.

Notice of the date and place of the annual meeting or any special meeting of the stockholders shall be given by
the Secretary of the corporation to each stockholder entitled to vote thereat by mailing a letter to each
stockholder to the address left by him at the office of the Secretary of the corporation, or to his last known
address, or by personal delivery of the same. not less than ten days before such meetings. The notices for special
meetings shall also indicate the purposes of the meeting. All or any of the Stockholders may waive notice of a
meeting before or after the holding of such meeting and the presence of a stockholder at any meeting, in person
or by proxy shall be considered as a waiver on his part to the notice of said meeting. The meetings of the
stockholders may be held at any time, for any purpose, without notice, when all the Stockholders are present in
person or represented by proxy, or when all the stockholders shall waive notice and consent to the holding of
such meeting.

If the corporation has issued shares to bearer the notice for the meetings of the stockholders, unless waived by
writing before or after the meeting, shall be published in a newspaper designated by the Board of Directors.

Article Five. Voting at the meetings of the Assembly of Stockholders.

In every Assembly of Stockholders, each of the owners of stock of the company, with voting rights, shall have
the right to one vote for each share appearing registered in his name at the
time of closing of the books, prior to said meeting, and if such books would not have been closed, then for each
share registered in his name on the date fixed by the Board of Directors, as prescribed in Article 6 of Chapter V
of these by-laws. In the event of shares issued to bearer, the holder of a certificate or certificates, representing
such shares entitled to vote, shall be entitled to one vote at any meeting of the Stockholders, for each share
entitled to vote, upon presentation at said meeting of said certificate or certificates or upon presentation of any
other evidence of ownership as may be prescribed by the Board of Directors.

Article Six.- Proxies.

Each of the stockholders shall be entitled to vote in person or by a special proxy, appointed by an instrument in
writing, or by letter, executed with the signature of the stockholder. or bv an attorney duly authorized.

Article Seven.- Voting Procedure.

All election shall be made by ballots, and all matters shall be decided by a majority of votes, that is, more than
one half.

Article Eight.- Stock Register.

The Officer or Agent in charge of the Stock Register shall keep a complete alphabetical list of the Stockholders
entitled to vote, containing the residence and the number of shares held by each, which list and Stock Register
shall be kept on file at any office of the corporation. The Stock Register shall be the only evidence as to who are
the Stockholders entitled to vote at any meeting of the Stockholders. In the event of shares issued to
bearer the Stock Register shall specify the number of shares so issued, the date of issue and that such shares are
fully paid and non-assessable.

Article Nine.- Quorum.

The holders of a majority of the total number of shares issued and outstanding entitled to vote at any meeting,
present personally or by proxy, shall constitute a quorum for the transaction of business, unless the Law shall
require the representation of a larger number. In the absence of a quorum. the Stockholders present or
represented on the date and place at which the meeting should have been held may adjourn the meeting from time
to time until a quorum is present. At any such adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted by a quorum of Stockholders. just as it might have been
transacted at the meeting originally called.

Article Ten. President and Secretary.

The President, or in his absence, the Vicepresident. shall declare open all meetings of the General Assembly of
Stockholders and shall preside such meetings; but in the absence of the President and the Vicepresident of the
corporation, the Stockholders may elect a Chairman to preside the meeting. The Secretary of the corporation
shall act as Secretary at all meetings of the Assembly of Stockholders, but in the absence of the Secretary of the
corporation, the Stockholders may appoint any person to act as Secretary of the meeting.
                                                CHAPTER THREE

                                                Board Of Directors

Article One.- Election, Qualification and Vacancies.

The properties and businesses of the corporation shall be managed and controlled by a Board of Directors,
consisting of three (3) members, but such number may be changed at any time. In the event of an increase in the
number of Directors until the meetings of the Assembly of Stockholders are held, the additional Directors may be
elected by the Board of Directors already existing, to exercise their duties until the next meeting of the Assembly
of Stockholders or until the election and qualification of their successors. In the event of a vacancy in the Board
of Directors by reason of death, resignation, removal or otherwise, the remaining Directors, by resolution
approved by the majority thereof, shall have power to fill such vacancy for any unexpired term. A Director shall
remain validly in his office until his successor shall be elected and shall qualify.

Article Two. - Place of holding the meetings.

Meetings of the Board of Directors may be held at the places designated by the Board of Directors, from time to
time, or at the places agreed in writing by all the Directors.

Article Three. - Regular Meetings.

Regular meetings of the Board of Directors may be held with or without notice, as the Board of Directors may,
from time to time, determine by resolution.

Article Four.- Special Meetings.

Special meetings of the Board of Directors may be held when
called by the President with two days notice in advance given to each Director, whether by personal delivery, or
by mail, telex, cable, fax or other method of communication. Special meetings of the Board of Directors may be
held for any purpose, without notice, when all the Directors are present, or waive notice and consent to the
holding of such meetings.

Article Five. - Quorum.

The majority of the Directors shall constitute a quorum and may decide validly on the matters submitted to the
consideration of the Board of Directors.

Article Six. -

Directors may be represented by proxy, by public or private document, for such purpose, if it is expressly
allowed by the Articles of Incorporation.

Article Seven. - Compensation.

The Directors, as such, shall not receive any fixed salary for their services, but by resolution of the Board of
Directors the payment of a certain sum may be agreed upon, as well as the expenses for attendance, if any, for
the attendance to each regular or special meeting of the Board of Directors; being it understood, however, that
this provision shall not be construed as to prevent any Director from rendering his services to the corporation in
any other capacity and from receiving the respective remuneration. The members of special or permanent
committees may receive likewise compensation for the attendance to the meetings of the committee of which they
are members.

Article Eight.- Voting with respect of other shares.
The Directors shall have the power to designate the person who shall be entitled to vote on behalf of the
corporation with respect to the Stock, bonds or securities that the corporation has in other companies, as well as
the person entitled to assign and transfer such stock, bonds or securities.

                                                 CHAPTER FOUR

                                                       Officers

Article One.- Election, Term and Vacancies.

The officers of the corporation shall be a President, a Secretary and a Treasurer, who shall be elected by the
Board of Directors. The Board of Directors may also appoint such other Officers and Agents, including one or
more Vice-Presidents, as it may deem necessary, who shall have the authorization and perform the duties
conferred to them, from time to time, by the Board of Directors. The Officers elected by the Board of Directors
shall exercise their offices for one year, or until their successors are elected and qualified, being it understood that
any officer may be removed at any time by the affirmative vote of a majority of all the Directors. The vacancies
occurring among the Officers of the corporation shall be filled by the Board of Directors, who shall fix their
salaries. An Officer does not need to be a Director and any person may exercise two or more offices.

Article Two. President.

The President is the Legal Representative and Executive Chief of the corporation. He shall preside all meetings of
the Assembly of Stockholders and of the Board of Directors. He shall
have the general and active management of the businesses of the corporation, subject to the Board of Directors,
and shall see that all the orders and resolutions of the Board of Directors be performed. Jointly with any other
Officers designated by the Board of Directors he shall execute or shall procure the execution of contracts and
shall sign or procure the signature of the other obligations authorized by the Board of Directors. Jointly with any
other Officer designated by the Board of Directors and previous the authorization thereof, he may delegate or
grant powers in favour of third persons or Agents, in connection with the business of the corporation.

Article Three. Vicepresident.

The Vicepresident shall have all the powers and shall perform all the duties of the President in the event of his
absence or disability. He shall also have the powers and duties that may be delegated to him, from time to time,
by the President, He shall also have the powers and duties that may he conferred to him by the Board of
Directors.

Article Four.- Secretary.

The Secretary shall attend to all meetings of the Assembly of Stockholders, of the Board of Directors and of all
the committees, and shall enter the votes and proceedings of such meetings in a book that he shall keep for such
purpose. He shall keep safe custody of the Corporate Seal of the company, whenever adopted by the Board of
Directors, which he shall affix on any instrument requiring such seal. He shall give and send the notices of the
meetings, and shall be in charge of the books and
documents corresponding to his office, or those entrusted to his care by the Board of Directors or by the
committees. He shall also perform the other duties corresponding to his office or those conferred to him by the
Board of Directors.

Article Five.- Treasurer.

The Treasurer shall have the custody of the funds and securities of the corporation and shall keep complete and
exact accounts of the entries and disbursements in the books belonging to the corporation and shall deposit all the
monies and other valuable effects in the name and to the credit of the corporation with the depositories that the
Board of Directors may appoint. He shall disburse the funds of the corporation in accordance with the orders of
the Board of Directors, and shall keep adequate vouchers of such disbursements and shall render to the President
or the Board of Directors, when required, an account of all his operations as Treasurer as well as a general
balance sheet of the corporation.

Article Six. - Oaths and bonds.

The Board of Directors may by resolution require that any officers, agents or employees of the corporation take
oaths or bonds for the faithful performance of their respective duties.

Article Seven. - Signatures.

All checks, drafts or orders for the payment of money, and all acceptance, bills of exchange and notes shall be
signed by the Officer or Officers of the corporation and the Agents that the Board of Directors may appoint by
resolution.

Article Eight.- Vacancies.
The vacancies occurring among the Officers may be filled for the unexpired portion of the term by the same body
authorized to make its appointment.

Article Nine.- Delegation of Duties.

In the event of death, resignation, retirement, disability, incapacity, illness, absence, removal or negative from any
officer or agent of the corporation, or for any other reasons that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers and duties of such officer, or agent, upon any other officer, or agent,
or in any other director, while the respective measurers are being provided.

                                                 CHAPTER FIVE

                                           Shares of the Capital Stock

Article One.- Stock Certificates.

All Stock Certificates of the capital stock of the corporation shall be in the form, not incompatible with the laws
nor with the Articles of Incorporation, as the Board of Directors may approve; they shall contain a reference to
the inscription of the corporation in the Mercantile Registry; and shall be signed by Officers designated by the
Board of Directors from time to time. All Stock Certificates shall bear consecutive numbers, the name of the
person owner of the shares represented thereby, together with the number of such shares and the date of issue
and shall be entered in the books of the company.

Article Two.- Bearer Shares.

Shares may be issued to bearer only if fully paid and non-assessable.
Article Three. - Stockholders of Record.

The corporation shall have the right to consider the holder of record of any share or shares of the capital stock of
the corporation as the holder in fact thereof, and shall not be bound to recognize any claim or interest arising from
any other person in respect to the shares of one class or another, even though it may have express notice thereof,
except in the cases expressly provided in the Panama Laws.

Article Four. - Register of Bearer Shares.

In the event of shares issued to bearer the stock register shall indicate the number of shares issued, the date of
issue and that such shares have been fully paid and are non-assessable.

Article Five.- Cancelled and Lost Certificates.

All stock certificates waived shall be cancelled, and the corresponding certificate shall not be issued unless waiver
and cancellation of a similar certificates for a like number of shares is made. Any person who alleges the loss or
destruction of a stock certificate shall make a statement or affirmation of such fact, and shall announce it in
accordance with the requirements of the Board of Directors, and further, if the Board of Directors shall so
require, shall serve a bond for the amount stipulated by the Board, whereupon a new certificate of the same tenor
and for a like number of shares shall be issued in lieu of the certificate alleged to have been lost or destroyed.

Article Six.- Transfers of Shares.

Transfers of shares shall be made in the books of the corporation by the holder thereof or his attorney, by waiver
and
cancellation of the certificate or certificates for such shares: but the Board of Directors may appoint any bank or
trust company to act as agent or registrar for the transfers of such certificates. The books of transfers of the
corporation may be closed during the period that the Board of Directors determine, provided said period does
not exceed forty days prior to the date fixed for the annual or a special meeting of the Assembly of Stockholders,
and said period may also be closed by the Board of Directors for the time that said Board may deem necessary
for the payment of dividends and meanwhile the shares shall not be transferable. The Directors may fix also a
date not less than forty days before the holding of any meeting, as the date in which the stockholders of the class
who are not holders of the shares issued to bearer, entitled to notice of and to vote at such meeting are
determined, in which case only the stockholders of record in such date shall be entitled to notice of and to vote at
such meeting. Shares issued to bearer shall be transferred by the delivery of the certificate or certificates
representing the same.

Article Seven. - Stockholders' Addresses.

Every Stockholder of record shall give to the Secretary an address to which all or any notices shall be sent, but in
the absence thereof, such notices may be sent to the last address of the stockholders or to the main office of the
corporation, except in the case provided in the Second paragraph of Article 4, Chapter 2, of these By-Laws.
Article Eight.- Regulations.

The Board of Directors shall have the power and authorization to dictate the rules and regulations it may deem
convenient to regulate the issue, transfer and registry of the stock certificates for the capital stock of the
corporation.

                                                CHAPTER SIX

                                                   Dividends

Article One.- Dividends and Reserves.

Before the payment of any dividend or the making of any distribution of profits, the Board of Directors may
deduct from the surplus or the net profits of the corporation, such sum or sums that in its discretion may be
proper as a fund of reserve for depreciation, renewal, indemnity and maintenance or for such other purposes that
the Directors may deem conducive or convenient for the interests of the corporation. Dividends upon the issued
and outstanding shares of the corporation may be declared at any regular or special meeting of the Board of
Directors.

Article Two.- Dividends in shares.

When the Board of Directors shall so determine, dividends may be paid by the issue of shares of the corporation,
provided that the capital required for such purpose is authorized and available, and provided that if such shares
shall not have been previously issued, a sum be transferred from the surplus to the account of capital of the
corporation at least equal to the one for which such shares could lawfully be sold.
                                              CHAPTER SEVEN

                                                  Fiscal Year

The fiscal year of the corporation shall be for a period of twelve months and shall end on the 31st, of December
of each year.

                                              CHAPTER EIGHT

                                                      Seal

The company may adopt a corporate seal, which shall have the form and text approved by the Board of
Directors, from time to time.

                                               CHAPTER NINE

                                                 Amendments

These By-Laws may be altered, amended or revolted by the Board of Directors, at any regular or special
meeting, with or without notice of the proposed alteration, amendment or revocation.

*****

The undersigned, Secretary of "TIPTON MARINE S. A.", a company duly organized and existing in accordance
with the Laws of the Republic of Panama, does hereby

                                                CERTIFY:

That the foregoing is a true and exact copy of the By-Laws of said corporation, which were duly adopted at the
meeting of the Board of Directors, held in the City of Panama, Republic of Panama, on the 11 day of July, 1995.

                                            Panama, July 11, 1995

                                         /s/ Elsa Ma. Sousa
                                    ----------------------------------
                                              Elsa Ma. Sousa
                                                  EXHIBIT 3.25

                                                      (1,408)

WHEREBY the Corporation known as "ULTRAPETROL INTERNATIONAL S. A.", with domicile in the City
of Panama, Republic of Panama, is incorporated.

                                            Panama, March 3, 1997.

In the City of Panama, capital of the Republic and seat of the notarial circuit of the same name, on the - third
(3rd) - day of the month of March, in the year one thousand nine hundred and ninety seven (1997), before me,
RAQUEL TORRIJOS DE GOMEZ, Third Notary Public of the Panama Circuit, holder of personal identity card
number eight-two hundred and forty three-seven hundred and forty seven (8-243-747), personally appeared the
following persons, to me known: ELOY ALFARO DE ALBA (Eloy Alfaro), male, of legal age, married, lawyer,
Panamanian and resident of this city, holder of personal identification card number eight-one hundred and twenty
nine-nine hundred and twelve (8-129-912); and MARIO EDUARDO CORREA ESQUIVEL (Mario E.
Correa), male, of legal age, married, lawyer, Panamanian and resident of this city, holder of personal identification
card number eight-two hundred and thirty one-seven hundred and thirty five (8-231-735); and they requested
that I issue this Public Instrument to make of record that they are incorporating a corporation, according to
Panamanian law, subject to the following Articles of Incorporation:

FIRST: The name of the Company is: "ULTRAPETROL INTERNATIONAL S. A.".

SECOND: The objects and purposes of the corporation are: a) The purchase and sale in general of all kinds of
real estates, movables, livestocks, or of any nature; b) The management in general of personal property or
immovables, whether as owner, or for
and the financing and in general operations in personal or real property, as well as the participation in industrial,
commercial, real estate or financial corporations; d) The purchase or acquisition of patents, trademarks,
copyrights, licenses and formulas and the commercial exploitation of the same; e) The undertaking of loans,
whether with Banks, whether with private or public institutions, to increase or to apply to the businesses of the
corporation, being able to guarantee the liabilities that in this sense may be incurred through the issuance of
bonds, notes, promissory notes, pledge or mortgages upon all or any of the properties of the corporation; f) The
purchase and sale in general of shares, bonds or other valuable securities of other corporations, whether on its
own account, whether for the account of third parties, including the management of said securities, as well as for
the corporation as in favour and for the account of third parties; g) The financing in general of other corporations
or the participation in the same, through the payment of contributions in the integration of the capital stock of the
same; h) The exploitation of mines, of any nature, as well as the exploitation of any industry; i) The exploitation,
whether in whole, whether in part, of any other businesses, whether of maritime nature, whether in relation to
fluvial, maritime, air or land transportation; j) Any other lawful business permitted by the laws of the Republic of
Panama or which these may allow in the future; all of which purposes the Corporation may carry out within or
outside of the Republic of Panama.

THIRD: The authorized capital stock of the corporation is of TEN THOUSAND DOLLARS (US$10,000.00),
legal currency of the United States of America, divided into ONE HUNDRED (100) BEARER OR
[ILLEGIBLE]
(US$100.00) each. The holder of a certificate issued to bearer may have said certificate exchanged for another
certificate in his name for equal number of shares; and the holder of nominative shares may have his certificate
exchanged for another to bearer for equal number of shares. The capital stock may be increased; more and new
shares may be issued and the nominal value, class and rights pertaining to said shares may be changed. Each
share shall be entitled to one vote.

FOURTH: The Board of Directors of the Corporation shall authorize the issue of shares of the corporation and
prescribe their distribution.

FIFTH: The domicile of the corporation shall be the City of Panama, Republic of Panama. The Board of
Directors may determine the domicile of the corporation to be transferred to any other place within or without the
Republic of Panama. The corporation may develop its activities and establish branches and offices in any other
part of the world.

SIXTH: The number of the first directors shall be three (3). The Board of Directors may, however, increase the
number of Directors to seven (7) and may also designate them. The Board of Directors shall have the duties and
exercise the powers specifically set forth in the By-Laws of the Corporation. It shall not be necessary to be a
shareholder in order to be a Director.

SEVENTH: The duration of the corporation shall be perpetual.

EIGHTH: The Officers of the corporation shall be elected in the manner and according to what is prescribed in
the By-Laws of the Corporation. The same person may perform two (2) or more offices.

NINTH: The President of the corporation is the Legal Representative. In his absence or inability, shall be the
Vicepresident.

TENTH: The holders of fifty one
[ILLEGIBLE]
shall constitute quorum for the transaction of business on the part of the General Assembly of Shareholders. In
order that the resolution of the General Assembly of Shareholders may be valid the affirmative vote of the
majority of the holders of the outstanding stock, present or represented by proxy, is required. The meetings of the
General Assembly of Shareholders shall be held in the Republic of Panama or at any other place outside the
Republic of Panama which the Board of Directors or the General Assembly by themselves may determine.

ELEVENTH: Any shareholder may grant a Proxy by means of a public or private document to be represented in
any meeting or General Assembly of Shareholders to be held. In case of Bearer Shares this Proxy shall be
granted before a Notary Public and on it the Notary shall record the number of share certificates presented by
the grantor shareholder to the Notary, specifying the number of shares represented by each certificate.

TWELFTH: The Board of Directors may make, change, amend or revoke the By-Laws of the Corporation, and
prescribe and change from time to time the amounts of capital stock which it shall keep in reserve for any
legitimate purpose.

THIRTEENTH: The Board of Directors may hold its meetings, maintain one or more offices and keep the books
of the Corporation at the places which the Board itself may at any time designate, within or without the Republic
of Panama. During the meetings of the Board of Directors, any Director may be represented and vote by Proxy
or Proxies (who do not need to be Directors) appointed in writing (through fax, telex or cable), with or without
power of substitution.

FOURTEENTH: The Corporation reserves the right to amend, change or revoke any of the provisions of these
Articles of
[ILLEGIBLE]
Republic of Panama, it being understood that all rights conferred by these Articles of Incorporation upon the
officers, the Board of Directors and the Shareholders of the corporation are subject to such reservation.

FINAL PROVISIONS:

A) The name and the domicile of each of the subscribers to these Articles of Incorporation and the number of
shares to which each of them agrees to subscribe, are as follows: ELOY ALFARO, of Via General Nicanor A.
de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama,
ONE (1) SHARE; and MARIO E. CORREA, of Via General Nicanor
A. de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama,
ONE (1) SHARE.

B) The Resident Agent shall be the Law Firm "TAPIA, LINARES Y ALFARO" whose address is as follows:
Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, Post office Box
Seven thousand four hundred and twelve (7412), Panama Five (5), Republic of Panama; Telephone: five zero
seven (507) two six three - six zero six six (263-6066); Fax: five zero seven (507) two six three - five three zero
five (263-5305).

C) The Directors of the Corporation shall be: JUAN ARTURO MONTES GOMEZ (Juan A. Montes G.), with
domicile at Via General Nicanor A. de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th) Floor, City
of Panama, Republic of Panama; CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre), with domicile at
via General Nicanor A. de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th) Floor, City of Panama,
Republic of Panama; and ELSA MARIA SOUSA QUINTERO (Elsa Ma. Sousa), with domicile at Via General
Nicanor A. de
[ILLEGIBLE]
(4th) Floor, City of Panama, Republic of Panama.

D) The Officers of the Corporation shall be: JUAN ARTURO MONTES GOMEZ (Juan A. Montes G.),
President; CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre), Vicepresident and Treasurer; and
ELSA MARIA SOUSA QUINTERO (Elsa Ma. Sousa), Secretary.

I made known to the parties appearing before me that a copy of this public instrument must be registered; and it
having been read to them in the presence of the attesting witnesses, Mrs. Aura Isabel Santiago de Castillero, with
personal identity card number eight-one hundred eighty three-nine hundred seventy nine (8-183-979); and Miss
Maria Isabel Gonzalez Diaz, with personal identity card number eight-one hundred twenty eight-one hundred
forty nine (8-128-149), of legal age, and residents of this city, to me known and qualified to discharge the duty,
they found it to be correct, and they all sign it as a matter of record, before me, the Notary Public, whereunto I
attest.

THIS Document bears number ONE THOUSAND FOUR HUNDRED AND EIGHT (1,408)

(sgd.) ELOY ALFARO. MARIO E. CORREA.- Ma. I. Gonzalez.- Aura I. S. de Castillero.- RAQUEL T. DE
GOMEZ, Third Notary Public.

This copy which I issue, seal and sign in the City of Panama, Republic of Panama, on the third (3rd) day of the
month of March, in the year one thousand nine hundred and ninety seven (1997), agrees with its original.

(sgd.) RAQUEL T. DE GOMEZ, Third Notary Public.

PUBLIC REGISTRY OFFICE - PANAMA - This document was filed at 08.58.27.1 a.m., on the 5th day of
March of 1997, as per Volume 254 and Entry 13221 of the Journal, by Balbino Ponce.-
[ILLEGIBLE]
Alcides R. Tufion A., Chief of the Section.

There is a stamped seal of the Public Registry Office of Panama.

BE IT REGISTERED (Sgd.) Honorina R. de Portillo, Chief of the Section.

This document has been recorded at Microjacket 327153, Roll 53242, Frame 0019, of the Microfilm
(Mercantile) Section of the Public Registry office, on March 5, 1997.- (sgd.) Arelis Odila E. de Poveda, Chief of
the Section.

I, BERTILDA R. DE TORRES, do hereby certify that the foregoing is a true and exact translation of its original
in Spanish.

                                          Panama, March 10, 1997.

                                          /s/ Bertilda R. De Torres
                                          -------------------------
                                            BERTILDA R. DE TORRES
                                             INTERPRETE PUBLICO
                                               CED. 9-81-1421
                                         RESOLUCION No. 112 DE 1993
                                                 BY-LAWS OF

                                 ULTRAPETROL INTERNATIONAL S. A.

                                                CHAPTER ONE

                                                     OFFICE

Article One.- Main Offices.

The main offices of this corporation shall be at Bancomer Plaza, 4th Floor, Via General Nicanor A. de Obarrio,
City of Panama, Republic of Panama.

Article Two.- Other Offices.

The corporation may have other offices at such places as the Board of Directors may, from time to time,
designate or where the business of the corporation may require.

                                                CHAPTER TWO

                                      General Assembly of Stockholders

Article One.- Place of holding meetings.

The meetings of the General Assembly of stockholders of the corporation shall be held at the offices of the
corporation in the Republic of Panama, unless otherwise specified in the notice or in the waiver of notice of the
meeting, being understood, however, that this provision shall be subject to what is provided in Article Four of this
Chapter, and being further understood that the Directors may, by resolution of the Board, change the place for
the holding of meetings of the Assembly of Stockholders for any place within or without the Republic of Panama.
Article Two.- Annual Meeting.

Subject to what is provided in Article One and Four of this Chapter, and unless otherwise specified in the notice
or in the waiver of notice of the meeting, the annual meeting of the Assembly of Stockholders of the corporation
shall be held in the offices of the Company, in the Republic of Panama or as such other place within or without
the Republic of Panama as may be determined by the Board of Directors, at 10:00 o'clock in the forenoon on the
12th day of January of each year, if not a legal holiday, and if it were a legal holiday then on the next day not
being a legal holiday, for the purpose of electing Directors and for the transaction of such other business as may
be brought before the meeting. If for any reason said meeting shall not be held on the date designated, the same
may be held at any time thereafter, through notice or waiver of notice of the meeting, as it may be further
established, and the matters to be discussed thereat may be transacted at any special meeting called for that
purpose.

Article Three.- Special Meetings.

Special meetings of the Assembly of Stockholders may be called by orders of the President or the Board of
Directors at any time deemed necessary, and it shall be binding to order the notice for such meetings when so
requested in writing by the Stockholders owners of not less than one twentieth of the issued and outstanding
shares entitled to vote thereat. The matters to be transacted at a special meeting shall be limited to the objects
specified in the notice of the meeting.
                                                CHAPTER THREE

                                                Board of Directors

Article One.- Election, Qualification and Vacancies.

The properties and businesses of the corporation shall be managed and controlled by a Board of Directors,
consisting of three (3) members, but such number may be changed at any time. In the event of an increase in the
number of Directors until the meetings of the Assembly of Stockholders are held, the additional Directors may be
elected by the Board of Directors already existing, to exercise their duties until the next meeting of the Assembly
of Stockholders or until the election and qualification of their successors. In the event of a vacancy in the Board
of Directors by reason of death, resignation, removal or otherwise, the remaining Directors, by resolution
approved by the majority thereof, shall have power to fill such vacancy for any unexpired term. A Director shall
remain validly in his office until his successor shall be elected and shall qualify.

Article Two. - Place of holding the meetings.

Meetings of the Board of Directors may be held at the places designated by the Board of Directors, from time to
time, or at the places agreed in writing by all the Directors.

Article Three. - Regular Meetings.

Regular meetings of the Board of Directors may be held with or without notice, as the Board of Directors may,
from time to time, determine by resolution.

Article Four.- Special Meetings.

Special meetings of the Board of Directors may be held when
called by the President with two days notice in advance given to each Director, whether by personal delivery, or
by mail, telex, cable, fax or other method of communication. Special meetings of the Board of Directors may be
held for any purpose, without notice, when all the Directors are present, or waive notice and consent to the
holding of such meetings.

Article Five. - Quorum.

The majority of the Directors shall constitute a quorum and may decide validly on the matters submitted to the
consideration of the Board of Directors.

Article Six. -

Directors may be represented by proxy, by public or private document, for such purpose, if it is expressly
allowed by the Articles of Incorporation.

Article Seven. - Compensation.

The Directors, as such, shall not receive any fixed salary for their services, but by resolution of the Board of
Directors the payment of a certain sum may be agreed upon, as well as the expenses for attendance, if any, for
the attendance to each regular or special meeting of the Board of Directors; being it understood, however, that
this provision shall not be construed as to prevent any Director from rendering his services to the corporation in
any other capacity and from receiving the respective remuneration. The members of special or permanent
committees may receive likewise compensation for the attendance to the meetings of the committee of which they
are members.

Article Eight.- Voting with respect of other shares.
The Directors shall have the power to designate the person who shall be entitled to vote on behalf of the
corporation with respect to the Stock, bonds or securities that the corporation has in other companies, as well as
the person entitled to assign and transfer such stock, bonds or securities.

                                                 CHAPTER FOUR

                                                       Officers

Article One.- Election, Term and Vacancies.

The officers of the corporation shall be a President, a Secretary and a Treasurer, who shall be elected by the
Board of Directors. The Board of Directors may also appoint such other Officers and Agents, including one or
more Vice-Presidents, as it may deem necessary, who shall have the authorization and perform the duties
conferred to them, from time to time, by the Board of Directors. The Officers elected by the Board of Directors
shall exercise their offices for one year, or until their successors are elected and qualified, being it understood that
any officer may be removed at any time by the affirmative vote of a majority of all the Directors. The vacancies
occurring among the Officers of the corporation shall be filled by the Board of Directors, who shall fix their
salaries. An Officer does not need to be a Director and any person may exercise two or more offices.

Article Two. President.

The President is the Legal Representative and Executive Chief of the corporation. He shall preside all meetings of
the Assembly of Stockholders and of the Board of Directors. He shall
have the general and active management of the businesses of the corporation, subject to the Board of Directors,
and shall see that all the orders and resolutions of the Board of Directors be performed. Jointly with any other
Officers designated by the Board of Directors he shall execute or shall procure the execution of contracts and
shall sign or procure the signature of the other obligations authorized by the Board of Directors. Jointly with any
other Officer designated by the Board of Directors and previous the authorization thereof, he may delegate or
grant powers in favour of third persons or Agents, in connection with the business of the corporation.

Article Three. Vicepresident.

The Vicepresident shall have all the powers and shall perform all the duties of the President in the event of his
absence or disability. He shall also have the powers and duties that may be delegated to him, from time to time,
by the President. He shall also have the powers and duties that may be conferred to him by the Board of
Directors.

Article Four.- Secretary.

The Secretary shall attend to all meetings of the Assembly of Stockholders, of the Board of Directors and of all
the committees, and shall enter the votes and proceedings of such meetings in a book that he shall keep for such
purpose. He shall keep safe custody of the Corporate Seal of the company, whenever adopted by the Board of
Directors, which he shall affix on any instrument requiring such seal. He shall give and send the notices of the
meetings, and shall be in charge of the books and
documents corresponding to his office, or those entrusted to his care by the Board of Directors or by the
committees. He shall also perform the other duties corresponding to his office or those conferred to him by the
Board of Directors.

Article Five.- Treasurer.

The Treasurer shall have the custody of the funds and securities of the corporation and shall keep complete and
exact accounts of the entries and disbursements in the books belonging to the corporation and shall deposit all the
monies and other valuable effects in the name and to the credit of the corporation with the depositories that the
Board of Directors may appoint. He shall disburse the funds of the corporation in accordance with the orders of
the Board of Directors, and shall keep adequate vouchers of such disbursements and shall render to the President
or the Board of Directors, when required, an account of all his operations as Treasurer as well as a general
balance sheet of the corporation.

Article Six. - Oaths and bonds.

The Board of Directors may by resolution require that any officers, agents or employees of the corporation take
oaths or bonds for the faithful performance of their respective duties.

Article Seven. - Signatures.

All checks, drafts or orders for the payment of money, and all acceptance, bills of exchange and notes shall be
signed by the Officer or Officers of the corporation and the Agents that the Board of Directors may appoint by
resolution.

Article Eight.- Vacancies.
The vacancies occurring among the Officers may be filled for the unexpired portion of the term by the same body
authorized to make its appointment.

Article Nine.- Delegation of Duties.

In the event of death, resignation, retirement, disability, incapacity, illness, absence, removal or negative from any
officer or agent of the corporation, or for any other reasons that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers and duties of such officer, or agent, upon any other officer, or agent,
or in any other director, while the respective measurers are being provided.

                                                 CHAPTER FIVE

                                           Shares of the Capital Stock

Article One.- Stock Certificates.

All Stock Certificates of the capital stock of the corporation shall be in the form, not incompatible with the laws
nor with the Articles of Incorporation, as the Board of Directors may approve; they shall contain a reference to
the inscription of the corporation in the Mercantile Registry; and shall be signed by Officers designated by the
Board of Directors from time to time. All Stock Certificates shall bear consecutive numbers, the name of the
person owner of the shares represented thereby, together with the number of such shares and the date of issue
and shall be entered in the books of the company.

Article Two.- Bearer Shares.

Shares may be issued to bearer only if fully paid and non-assessable.
Article Three. - Stockholders of Record.

The corporation shall have the right to consider the holder of record of any share or shares of the capital stock of
the corporation as the holder in fact thereof, and shall not be bound to recognize any claim or interest arising from
any other person in respect to the shares of one class or another, even though it may have express notice thereof,
except in the cases expressly provided in the Panama Laws.

Article Four. - Register of Bearer Shares.

In the event of shares issued to bearer the stock register shall indicate the number of shares issued, the date of
issue and that such shares have been fully paid and are non-assessable.

Article Five.- Cancelled and Lost Certificates.

All stock certificates waived shall be cancelled, and the corresponding certificate shall not be issued unless waiver
and cancellation of a similar certificates for a like number of shares is made. Any person who alleges the loss or
destruction of a stock certificate shall make a statement or affirmation of such fact, and shall announce it in
accordance with the requirements of the Board of Directors, and further, if the Board of Directors shall so
require, shall serve a bond for the amount stipulated by the Board, whereupon a new certificate of the same tenor
and for a like number of shares shall be issued in lieu of the certificate alleged to have been lost or destroyed.

Article Six.- Transfers of Shares.

Transfers of shares shall be made in the books of the corporation by the holder thereof or his attorney, by waiver
and
cancellation of the certificate or certificates for such shares; but the Board of Directors may appoint any bank or
trust company to act as agent or registrar for the transfers of such certificates. The books of transfers of the
corporation may be closed during the period that the Board of Directors determine, provided said period does
not exceed forty days prior to the date fixed for the annual or a special meeting of the Assembly of Stockholders,
and said period may also be closed by the Board of Directors for the time that said Board may deem necessary
for the payment of dividends and meanwhile the shares shall not be transferable. The Directors may fix also a
date not less than forty days before the holding of any meeting, as the date in which the stockholders of the class
who are not holders of the shares issued to bearer, entitled to notice of and to vote at such meeting are
determined, in which case only the stockholders of record in such date shall be entitled to notice of and to vote at
such meeting. Shares issued to bearer shall be transferred by the delivery of the certificate or certificates
representing the same.

Article Seven. - Stockholders' Addresses.

Every Stockholder of record shall give to the Secretary an address to which all or any notices shall be sent, but in
the absence thereof, such notices may be sent to the last address of the stockholders or to the main office of the
corporation, except in the case provided in the Second paragraph of Article 4, Chapter 2, of these By-Laws.
Article Eight.- Regulations.

The Board of Directors shall have the power and authorization to dictate the rules and regulations it may deem
convenient to regulate the issue, transfer and registry of the stock certificates for the capital stock of the
corporation.

                                                CHAPTER SIX

                                                   Dividends

Article One.- Dividends and Reserves.

Before the payment of any dividend or the making of any distribution of profits, the Board of Directors may
deduct from the surplus or the net profits of the corporation, such sum or sums that in its discretion may be
proper as a fund of reserve for depreciation, renewal, indemnity and maintenance or for such other purposes that
the Directors may deem conducive or convenient for the interests of the corporation. Dividends upon the issued
and outstanding shares of the corporation may be declared at any regular or special meeting of the Board of
Directors.

Article Two.- Dividends in shares.

When the Board of Directors shall so determine, dividends may be paid by the issue of shares of the corporation,
provided that the capital required for such purpose is authorized and available, and provided that if such shares
shall not have been previously issued, a sum be transferred from the surplus to the account of capital of the
corporation at least equal to the one for which such shares could lawfully be sold.
                                              CHAPTER SEVEN

                                                  Fiscal Year

The fiscal year of the corporation shall be for a period of twelve months and shall end on the 31st. of December
of each year.

                                              CHAPTER EIGHT

                                                      Seal

The company may adopt a corporate seal, which shall have the form and text approved by the Board of
Directors, from time to time.

                                               CHAPTER NINE

                                                 Amendments

These By-Laws may be altered, amended or revoked by the Board of Directors, at any regular or special
meeting, with or without notice of the proposed alteration, amendment or revocation.

*****

The undersigned, Secretary of "ULTRAPETROL INTERNATIONAL S. A.", a company duly organized and
existing in accordance with the Laws of the Republic of Panama, does hereby

                                                CERTIFY:

That the foregoing is a true and exact copy of the By-Laws of said corporation, which were duly adopted at the
meeting of the Board of Directors, held in the City of Panama, Republic of Panama, on the sixth (6th) day of
March, 1997.

                                           Panama, March 6, 1997.

                                     /s/ Elsa Maria Sousa Quintero
                                     --------------------------------
                                     Elsa Maria Sousa Quintero
                                         (Elsa Ma. Sousa)
                                                  EXHIBIT 3.26

TRADUCCION PUBLICA

On the left there is a seal that reads Notary Public Association. Capital Federal. Argentine Republic. Original
Record of Deeds. Law 12.990. Sign and seal. It appears a number 0924. nine hundred twenty four up to 0928
in the last page of the document. There are two illegible signatures and two illegible seals. A seal reads Ricardo
Mihura de Estrada. Register 4669. Notary Public. Another seal reads General Inspection of Justice. It appears a
number 57781, another number 2. A seal that reads Notary Public Association of Capital Federal. It appears A
039631374 up to A 039631378 in the last page.

INCORPORATION CHARTER. ULTRAPETROL S.A. PUBLIC DEED NUMBER TWO
HUNDRED AND SIXTY

In the city of Buenos Aires, Capital of the Argentine Republic, on the sixteenth
(16) day of the month of July in the year one thousand nine hundred and ninety two (1992), before me, the
Authorizing Notary Public, personally appeared the following persons to me known: Mr. Juan Ernesto
CAMBIASO, argentine, married, holder of the Identity Card of the Federal Police number 4.734.417, lawyer,
born on the twenty-fifth day of the month of February 1944, domiciled at Carlos Pellegrini 887, 3rd floor,
Buenos Aires; and Mr. Luis Maria Gonzalez Lanusa, argentine, married, holder of the Identity Card of the
Federal Police number 6.109.288, lawyer, born on the eighth day of the month of November 1954, domiciled at
Carlos Pellegrini 887, 3rd floor, Buenos Aires. They are both authorized persons and to me known, I testify. The
appearers say that they incorporate a corporation pursuant to the following Articles of Incorporation:

ARTICLE 1: The name of the corporation is "ULTRAPETROL S.A." and its legal domicile is in the city of
Buenos Aires.

ARTICLE 2: Its duration is of ninety nine years from the date of its incorporation.

ARTICLE 3: The purposes of the Corporation shall be to engage in the following activities, in this country or
abroad, on its own account, or on the account of third parties, independently or associated to third parties,
namely: a) To carry out the management and exploitation of vessels of its own and of third parties, as well as to
act as representatives of other owners and shipowners or to engage in other related activities, inherent or
complementary to said purposes. b) Handle the maritime, fluvial and lacustrine transportation, regular and/or not
regular, domestic or international, of persons or of cargoes; correspondence and maritime works and services in
general. c) To render training services to personnel relative to sea navigation. d) For the above mentioned
purposes and, in general, for every activity developed in accordance with its Articles of Incorporation, the
corporation may be constituted in owner, shipowner, to hire and lease vessels, in time charter, bareboat charter,
or under any other charter to use vessels; to engage in the activities of transportation, transshipment and litherage
operations and cargo complement; to develop loading, unloading and stowing operations; to render towage
services; to act as shipbrokers and/or freighters, to act as maritime agents and to represent vessels of its own or
of third parties; to build and repair vessels and many apparatus, as well as to exploit public and private franchises
of any kind, to construct ports and also to operate them and represent third parties in any of the manner used in
the maritime business. e) To mediate in every matter relative to the establishment, exploitation, management and
distribution of new lines arisen from the policies fixed by competent authorities. f) The purchase, sale, building,
management and exploitation of real estates, urban or rural, including the operations contemplated within the laws
and rules regulating the one-floor ownership. g) To execute all kinds of acts, representations, agencies,
commissions, consignments, business activities and management of properties, stocks and enterprises in general.
For
these purposes the corporation is legally empowered to acquire rights, enter into obligations and to perform all
the acts which are not prohibited by law or by these articles.

ARTICLE 4: The Capital stock is $12,000, divided into 1200 shares with a nominal value of $10 each. The
Capital Stock may be increased by decision of the Ordinary Meeting up to the quintuple of its amount according
to Article 188 of Law N(degrees)19,550.

ARTICLE 5: The shares shall be registered shares, may be endorsed or not, ordinary or preferred. The latter
shares shall be entitled to a preferential payment of dividend which may be cumulative or not, pursuant to the
conditions of issue. An additional profit may also be fixed to them.

ARTICLE 6: The stock certificates and the provisional certificates issued shall contain the specifications and data
required by Article 211 of Law 19,550. Certificates representing more than one (1) share may be issued.

ARTICLE 7: In case of arrearages to integrate the capital stock, The Board of Directors is empowered to
proceed in accordance with any of the proceedings allowed by Article 193 of Law 19,550.

ARTICLE 8: By resolution adopted at a Special Meeting of Shareholders, the corporation may hereinafter issue
debentures, negotiable instruments and any other evidence of indebtedness for its private or public investment,
within or without the country, in the conditions of price, interests and amortization which may be deemed by the
Meeting and subject to the standing legal provisions. The above mentioned titles may be issued in national or
foreign currency with collateral, common or special guaranty.

ARTICLE 9: The Corporation shall be managed by a Board of Directors composed of the number of members
stipulated by the Meeting between a minimum of one (1) to a maximum of five (5) who shall hold their office
during the term of one (1) year. The Meeting is to designate substitute members in equal or less number than the
principal members and to hold their office during the same term in order to fill the vacancies created in each class.
At their first meeting, the members of the Board of Directors must appoint one President and, if there is more
than one, may designated one Vice-president; the latter replaces the first in case of absence or inability. The
Board of Directors may act with the presence of the simple majority of their members, and resolutions may be
adopted by the majority of present votes.

ARTICLE 10: The Directors must give a guarantee in cash of $ 1,000 (one thousand pesos).

ARTICLE 11: The Board of Directors have full power to manage and dispose of the Properties, including those
which by law require special powers of attorney according to Article 1881 of the Civil Code and Article 9 of
Decree Law N(degrees) 5965/63. Consequently, they may enter into all kinds of legal proceedings on behalf of
the Corporation for the performance of the purpose thereof, to trade with the Banks of Nacion Argentina,
Nacional de Desarrollo, Provincia de Buenos Aires, Ciudad de Buenos Aires, Hipotecario Nacional and other
credit institutions public or private, within or without the country; to establish agencies, branches or other type of
representations within or without the country; to grant to one or more persons special judicial powers of attorney,
including for criminal complaint, or extrajudicial with the purpose and as abroad as it may be deemed convenient.
The legal representative of the Corporation shall be the President of the Board of Directors or the Vice-president
in case of absence or inability or two Directors acting together.

ARTICLE 12: The Corporation leaves out the trusteeship according to Article 284 of Law 19,550. In case of
increasing the capital, the Corporation will be included in clause 2(degrees) of Article 299 of the mentioned Law,
the Meeting shall annually appoint a Regular Trustee or a Substitute Trustee, to hold their office during the term of
one (1) year.

ARTICLE 13: Any Meeting shall be summoned according to Article 237 of Law 19,550, without detriment to
the stipulated there for the case of unanimous Meeting.

ARTICLE 14: Each ordinary share issued is entitled to
one (1) to five (5) voting rights, as determined while the initial capital is subscribed and opportunely when it is so
increased by the Meeting. The preferential shares may be issued with or without voting right.

ARTICLE 15: The quorum and majority attendance according to Articles 243 and 244 of Law 19,550
depending on the kind of Meeting, notice, and subjects to be treated, except regarding the quorum of the Special
Meeting in second notice, which is considered to be hold no matter the number of present shares with voting
right.

ARTICLE 16: the fiscal year ends on the thirty first (31) day of December of each year. At that time the financial
statement shall be prepared in accordance with standing accounting and technical principles commonly in use.
The Meeting may amend the fiscal year ending by the recordal of pertinent resolution at Public Registry of
Commerce Office informing this to the control authority. The net and taken profits shall be consigned as follows:
a) Five (5) per cent, to reach up to twenty per cent (20%) of the capital subscribed for the funds of legal
reservation; b) For remuneration of the Board of Directors and Trustees in such case; c) For dividends of the
preferred stocks, with priority the unpaid cumulatives; d) The surplus, in whole or partially, to additional
participation of the preferred stocks and to a dividend of the ordinary stocks, or to funds for contingency or
preservation reserve or to a new account or to a consignment determined by the Meeting. The dividends are to
be paid in proportion to the respective participations, within the year of its authorization.

ARTICLE 17: The winding-up of the Corporation may be effected by the Board of Directors or by the liquidator
or liquidators appointed by the Meeting, under the observation of the Trustee or Trustees in such case. Having
paid the liabilities and, reimbursed the capital, the surplus shall be distributed among the shareholders, with the
preferences mentioned in the preceding article. Subscription and Payment of the Capital Stock: The Capital
Stock is subscribed and paid as follows: Juan Ernesto Cambiaso subscribes six hundred (600) non endorsed
ordinary registered shares, with a nominal value of ten (10) dollars and of one vote each one, that's to say $
6,000, and pays cash the 25%, that's to say $ 1,500; and Luis Maria Gonzalez Lanuza subscribes six hundred
(600) non endorsed ordinary registered shares, with a nominal value of ten (10) dollars and of one vote each one,
that's to say $ 6,000, and pays cash the 25%, that's to say $ 1,500. The surplus shall be paid within two (2)
years. Appointment of the Board of Directors: President : Juan Ernesto Cambiaso; Substitute Director:
Luis Maria Gonzalez Lanuza. The appraisers hereby accept the posts for which they were appointed. Authorized:
It is conferred SPECIAL POWER to the Directors and/or to the doctors Alfredo Miguel O'FARREL Marcos
BENEGAS LYNCH Maria Alejandra FERRARI JASO and /or Sebastian Martin IRIBARNE, individually,
concomitantly or alternately, indistinctively, to accept or propose modifications, to sign rectifying or
complementary deeds, to carry out and withdraw deposits of capital, to answer hearings, to take steps to be
approved by the control and register authority, to sign and seal books and specially set the social domicile
according to the General Resolution of the General Inspection of Justice number 6/80 Article 16, clause a. And
the appraisers go on saying: According to the stipulated resolution, the social domicile will be at Carlos Pellegrini
887, third floor, Buenos Aires. For the present deed it is paid $120 (one hundred twenty) regarding Stamp Duty
Tax, that will appear in the corresponding Affidavit. READ AND APPROVE this present deed by the
appraisers, they sign in agreement, before me, I testify.

There appears four illegible signatures and a seal that reads ALVARO GUTIERREZ ZALDIVAR, Notary
Public, Register 2101.
NOTARIAL ORDER. Law 12.990. Sign and seal. Notary Public Association. Capital Federal. Argentine
Republic. On the right margin there is an illegible seal and a number B000941509. It is in agreement with the
original copy that is in leaf 924 of the Notarial Registry N(degrees) 374 of this Capital Federal, authorized by the
Notary Public Doctor Alvaro Gutierrez Zaldivar for the Corporation. As Notary Public of this Registry I issue the
present Copy in (five) photocopy/ies and the present sheet that I seal and sign in Buenos Aires on the sixteenth
day of the month of July 1992. There appears an illegible seal and signature. GENERAL INSPECTION OF
JUSTICE. PAGE 1. Official Proceeding 00291. Description:
Incorporation Tram. Prequalified. Tram number. Correlative number 1559393. Corporation ULTRAPETROL.
Before. Inscribed in this Registry under number 7542 of book 111, section A of SA. Deed/s 290 and 260.
And/or private instruments. Buenos Aires 8/14/92. There is an illegible signature and a seal that reads Guillermo
C. Rojas. Chief of the Registry Department. General Inspection of Justice. Another seal reads certified copy/ies
T 003108024. It appears an illegible signature and a seal that reads Ricardo Mihura de Estrada. Register 4669.
Notary Public. NOTARIAL ORDER. Law 404. Sign and seal. Notary Public Association. Capital Federal.
Argentine Republic. On the right margin there is a number T 003108024. Buenos Aires, September 7th, 2004.
As Notary Public HOLDER OF THE NOTARIAL REGISTRY 137 CERTIFIES that the enclosed document,
issued in 7 leaf/ves, that I sign and seal, is/are a true copy/ies of its original, I have before me, I testify..

There is an illegible signature and a seal that reads Ricardo Mihura de Estrada. Register 4669. Notary Public.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly admitted and sworn, do
hereby certify the foregoing to be a true and accurate translation into English of the document in Spanish I have
before me, and hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original redactado en espanol que he
tenido a la vista y al cual me remito. EN FE DE LO CUAL estampo mi firma y sello en la Ciudad de Buenos
Aires, a los 16 dias del mes de noviembre de 2004.
TRADUCCION PUBLICA.

On the left there is a seal that reads Notary Public Association. Capital Federal. Argentine Republic. Original
Record of Deeds. Law 12.990. Sign and seal. It appears a number 1181. one thousand one hundred eighty one.
There are three illegible signatures and one illegible seal. It appears A 039683561 up to A 039683562 in the last
page. There are three stamped seals. one is a number 57780, another number 2. Another that reads Notary
Public Association of Capital Federal. 3/25/98. Certification $ 010,00. Machine N(degrees) 2. The other seals
read Ricardo Mihura Seeber Notary Public. Registry 1950, Alvaro Gutierrez Zaldivar.

AMENDMENT OF THE ARTICLE THIRD OF THE ARTICLES OF INCORPORATION.
ULTRAPETROL S.A. (in formation) PUBLIC DOCUMENT NUMBER TWO HUNDRED NINETY.

In the city of Buenos Aires, Capital of the Argentine Republic, on the fourth
(4) day of the month of August in the year one thousand nine hundred and ninety two (1992), before me, the
Authorizing Notary Public, personally appeared the doctor Maria Alejandra FERRARI JASO, single, of legal
age, resident of this city, to me known and qualified, I testify: the person who comes for and on behalf of and as
being the representative of ULTRAPETROL S.A. (in formation), legal status justified by the public document of
the incorporation of the corporation on the sixteenth day of the month of July of one thousand nine hundred and
ninety two (1992), written in leaf 224 of this Registry 374, that is in pending inscription. And the appearer, in the
invoke character, says: That there are some parts of the article third of the incorporation that may be remarkable,
and that by the present she comes to modify the mentioned article, as follows:

"ARTICLE 3: The purposes of the Corporation shall be to engage in the following activities, in this country or
abroad, on its own account, or on the account of third parties, independently or associated to third parties,
namely: a) To carry out the management and exploitation of vessels of its own and of third parties, as well as to
act as representatives of other owners and shipowners or to engage in other related activities, inherent or
complementary to said purposes. b) Handle the maritime, fluvial and lacustrine transportation, regular and/or not
regular, domestic or international, of cargoes; correspondence and maritime works and services in general. c) To
render training services to personnel relative to sea navigation. d) For the above mentioned purposes and, in
general, for every activity developed in accordance with its Articles of Incorporation, the corporation may be
constituted in owner, shipowner, to hire and lease vessels, in time charter, bareboat charter, or under any other
charter to use vessels; to engage in the activities of transportation, transshipment and litherage operations and
cargo complement; to develop loading, unloading and stowing operations; to render towage services; to act as
shipbrokers and/or freighters, to act as maritime agents and to represent vessels of its own or of third parties; to
build and repair vessels and many apparatus, as well as to exploit public and private franchises of any kind, to
participate in bids, to construct ports and also to operate them and represent third parties in any of the manner
used in the maritime business. e) The purchase, sale, building, management and exploitation of real estates, urban
or rural, including the operations contemplated within the laws and rules regulating the one-floor ownership. f) To
execute all kinds of acts, representations, agencies, commissions, consignments, business activities and
management of properties, stocks and enterprises in general. On top of this page it appears a number 1182.25.
For these purposes the corporation is legally empowered to acquire rights, enter into obligations and to perform
all the acts which are not prohibited
by law or by these articles". READ AND APPROVE this present deed by the appraiser, she signs in agreement,
before me, I testify.

There appears three illegible signatures and a seal that reads ALVARO GUTIERREZ ZALDIVAR, Notary
Public, Register 2101. At the back of the page it appears a seal of Alvaro Gutierrez Zaldivar.

NOTARIAL ORDER. Law 12.990. Sign and seal. Notary Public Association. Capital Federal. Argentine
Republic. On the right margin there is an illegible seal and a number B000960339. It appears the seal of Ricardo
Mihura Seeber. Notary Public. Registry 1950. It is in agreement with the original copy that is in leaf 1181 of the
Notarial Registry N(degrees) 374 of this Capital Federal, authorized by the Notary Public Doctor Alvaro
Gutierrez Zaldivar for the Corporation. As Notary Public of this Registry I issue the present Copy in 2 (two)
photocopy/ies and the present sheet that I seal and sign in Buenos Aires on the fourth day of the month of August
1992. There appears an illegible signature and a seal Alvaro Gutierrez Zaldivar. Notary Public. Registry 2101.
GENERAL INSPECTION OF JUSTICE. PAGE 1. Official Proceeding 00291. Description: Incorporation
Tram. Prequalified. Tram number. Correlative number 1559393. Corporation ULTRAPETROL. Before.
Inscribed in this Registry under number 7542 of book 111, section A of SA. Deed/s 290 and 260. And/or
private instruments. Buenos Aires 8/14/92. There is an illegible signature and a seal that reads Guillermo C.
Rojas. Chief of the Registry Department. General Inspection of Justice. Another seal reads certified copy/ies
under notary seal N(degrees) T 003234566. It appears an illegible signature and a seal that reads Ricardo
Mihura Seeber. Register 1950. Notary Public. NOTARIAL ORDER. Law 404. Sign and seal. Notary Public
Association. Capital Federal. Argentine Republic. On the right margin there is a number T 003234566. Buenos
Aires, October 29th 2004. As Notary Public HOLDER OF THE NOTARIAL REGISTRY 137 CERTIFIES
that the enclosed document , issued in 4 leaf/ves, that I sign and seal, is/are a true copy/ies of its original, I have
before me, I testify.

There is an illegible signature and a seal that reads Ricardo Mihura Seeber. Register 1950. Notary Public.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly admitted and sworn, do
hereby certify the foregoing to be a true and accurate translation into English of the document in Spanish I have
before me, and hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original redactado en espanol que he
tenido a la vista y al cual me remito. EN FE DE LO CUAL estampo mi firma y sello en la Ciudad de Buenos
Aires, a los 16 dias del mes de noviembre de 2004.
TRADUCCION PUBLICA.

On top of each page except for the final two there is a seal that reads Notary Public Association. Capital
Federal. Argentine Republic. Original Record of Deeds. Law 12.990. Sign and seal. On the left of the first page
it appears a number 3446. three thousand four hundred forty six. There are two illegible signatures and one seal
that reads RICARDO MIHURA SEEBER, REGISTER NUMBER 1950; and another seal that reads
BERNARDO MIHURA DE ESTRADA, REGISTRY NUMBER 4669 and one illegible seal. It appears A
043190816 up to A 043190826 in the last page.

AMENDMENT OF THE INCORPORATION. ULTRAPETROL S.A. DEED NUMBER SIX
HUNDRED AND THREE

In the city of Buenos Aires, Capital of the Argentine Republic, on the fourteenth (14) day of the month of
November in the year one thousand nine hundred and ninety four (1994), before me, the Authorizing Notary
Public, personally appeared to me known: Mr. Manuel Lucio TORINO, Argentine, married, holder of the
Identity Card of the Federal Police number 6,302,298, domiciled at Sarmiento 811, 6th floor of this city, of legal
age, he is an authorized person and to me known, I testify; and that he comes for and on behalf of the
corporation called "ULTRAPETROL S.A." as the Chairman of its Board of Directors and is duly qualified for
this act, according to the following:

FIRST.- The existence of the corporation with its Articles of Incorporation and later amendment, subscribed by
deeds dated on the sixteenth day of July of 1992 and on the fourth day of August of 1992, before the notary
public Alvaro Gutierrez Zaldivar to the leaves 924 and 1181 of the Notarial Registry 374, that in their evidences,
inscribed together in the Public Registry of Commerce of the General Inspection of Justice on the fourteenth day
of August of 1992 under number 7542 of the Book 111, Section A of Corporations, I have before me for this
act and in a copy certified by me are enclosed to the leaf 1090, original record of deed of the year 1992 of this
Registry, which I refer, ATTESTING: a) That there exists another amendment of the articles of incorporation,
done by the Meeting on the twenty first day of July of 1992 and recorded in a protocol on the twenty second day
of 1992, leaf 947 of the same notary public, lately approved by the Meeting on the thirtieth day of September
1992, that according to what the appraiser says it is not inscribed in the General Inspection of Justice and that, as
it can be seen hereinafter has been discontinued; b) that the corporation has judicial capacity for this act, and it is
directed and managed by a Board of Directors of 5 members, with one year term of office, among which one
Chairman and maybe one Vicechairman have to be chosen, being the legal representation on charge of the
Chairman or Vicechairman in its case, or two directors working together; c) that the capital stock is $12,000.-
totally subscribed or integrated.-

SECOND.- The election of the appraiser as President of the corporation derives from the Meeting of the thirty
first day of January 1994 and of the meeting of the Board of Directors on the fifteenth day of February of 1994,
whose acts, sealed respectively on leaves 52 to 54 and on leaves 48 and 49 of the Books of Acts of Assemblies
and Board of Directors, sealed by the General Inspection of Justice on the thirty first day of August 1992 under
numbers C 5822 and C 5823, I have before me for this act and in a copy certified by me I enclosed to the leaf
2855, original record of deed of the year 1994 of this Registry, which I refer to.- and

THIRD.- The authorization for this act is according to the resolutions of the Special Meeting on the twenty
seventh day of December of 1993, whose minutes will be describe completely hereinafter.- it STIPULATES: that
the corporation that represents in its Ordinary and Special General Meeting celebrated on the twenty seventh day
of December of 1993 decided TO SUSPEND the modifications incorporated to the Articles of Incorporation of
the Special Meeting
on the twenty first day of July of 1992, confirmed by the Special Meeting on the thirtieth day of September of
1992, whose conformation by the control authority is still pending; TO MODIFY THE NOMINAL VALUE OF
THE SHARES; TO INCREASE THE CAPITAL STOCK AND TO REFORM COMPLETELY THE
ARTICLES OF INCORPORATION OF THE CORPORATION.- The foregoing is stipulated in the act of the
mentioned Meeting, sealed on leaves 35 to 51 of the mentioned Book of Acts, that shall be furtherly transcribed,
after the entry corresponding to this Meeting of the Book of Stock Deposits and Register of Assistance to
General Assemblies number 1, sealed by the General Inspection of Justice on the thirty first day of August of
1992 under number C5824.- The appraiser adds that this act LEGALIZES THE PUBLIC DEED of the
amendment introduced to the Incorporation of the Corporation by the mentioned Meeting, and requests from the
authorized person the transcription in this Registry on my behalf of the Entry of the Assistance Registry and the
sealed Act of the mentioned Meeting, as well as the issuing of the copies, edict, expert's reports and other
documentation necessary to enable the design of the amendments and their inscription, expressly authorizing the
subscriber to do so. As required, the following transcriptions are done: "ORDINARY AND SPECIAL
GENERAL MEETING ON THE TWENTY SEVENTH DAY OF DECEMBER OF 1993.- Serial Number.
Date. Year 1993. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity Document)
(Domicile) Societe International D'Investissement. REPRESENTATIVE. (Complete Name and Surname)
(Identity Document) (Domicile). Eduardo Magarinos. National Identity Document 7,604,420. Sarmiento 811.
fifth floor. AMOUNT OF SHARES OR CERTIFICATES. Class C 240. CAPITAL $ 2,400. Number of votes
240. SIGNATURES (there is a signature) Serial Number. Date. Year 1993. Day. Month. SHAREHOLDER
(Complete Name and Surname) (Identity Document) (Domicile) Societe International D'Investissement.
REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile). Eduardo Magarinos.
National Identity Document 7,604,420. Sarmiento 811. fifth floor. AMOUNT OF SHARES OR
CERTIFICATES. Class D
240. CAPITAL $ 2,400. Number of votes 240. SIGNATURES (there is one signature) Serial Number. Date.
Year 1993. Day. Month. SHAREHOLDER (Complete Name and Surname) (Identity Document) (Domicile)
Societe International D'Investissement. REPRESENTATIVE. (Complete Name and Surname) (Identity
Identification) (Domicile). Eduardo Magarinos. National Identity Document 7,604,420. Sarmiento
811. fifth floor. AMOUNT OF SHARES OR CERTIFICATES. Class E 240. CAPITAL
$2,400. Number of votes 240. SIGNATURES (there is one signature) Serial Number. Date. Year 1993. Day.
Month. SHAREHOLDER (Complete Name and Surname) (Identity Document) (Domicile) Marine Financial
Investment Corp. REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile) Betina
Di Croce. National Identity Document 14,464,127. Suipacha 1111. eighteenth floor. Capital Federal.
AMOUNT OF SHARES OR CERTIFICATES. Class A 240. CAPITAL $ 2,400. Number of votes
240. SIGNATURES (there is one signature) Serial Number. Date. Year 1993. Day. Month. SHAREHOLDER.
(Complete Name and Surname) (Identity Document) (Domicile) Sociedad Anonima de Navegacion Petrolera
(SONAP). REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile). Betina Di
Croce. Identity National Identification 14,464,127. Suipacha 1111. eighteenth floor. Capital Federal.
AMOUNT OF SHARES OR CERTIFICATES. Class B 240. CAPITAL $ 2,400. Number of votes
240. SIGNATURES (there is one signature) (TOTAL) AMOUNT OF SHARES OR
CERTIFICATES. 1,200. CAPITAL $ 12,000. NUMBER OF VOTES 1,200. This Register has been filed at
twelve on the twenty
seventh day of December of 1993, before three shareholders, all represented, with a total of 1,200 shares which
represent a capital of $ 12,000 and give rights to 1,200 votes. (there is a signature).- ACT NUMBER 7.- In the
city of Buenos Aires, on the twenty seventh day of December of 1993, in the headquarters of the corporation
there is a meeting in Special and Ordinary Meeting of the shareholders of ULTRAPETROL S.A. that are
registered and sign the leaf 8 of the Book of Share Deposits and Assistance Register to Assemblies N(degrees)
1, being three, all duly represented, with a total of 1,200 shares, representing $12,000.- of capital, the 100%,
and give rights to 12,000 votes. At 10 the meeting is opened being chairman Mr. Felipe Menendez and without
the assistance of the Justice Inspector, certifying that the communications stipulated by article 238 of Law 19,550
presented to all shareholders have been received. After that the President informs to the present shareholders the
following Agenda: 1) Considerations of the resolutions of the Special Meeting celebrated on the twenty first day
of July of 1992, approved by Special Meeting on the thirtieth day of September of 1992 and its eventual
reconsideration; 2) Modification of the nominal value of the shares; 3) Increasing of the Capital Stock up to six
million eighty hundred sixteen thousand ninety hundred and eighty pesos ($ 6,816,980); 4) Total Reform of the
Incorporation of the Corporation; 5) Appointment of the members of the Regulatory Commission; 6) To confer
the necessary authorizations to carry out the stipulated; 7) Appointment of two shareholders to approve and sign
the act. There follows the analysis of the first item of the Agenda: Considerations of the resolutions of the Special
Meeting celebrated on the twenty first day of July of 1992, approved by Special Meeting on the thirtieth day of
September of 1992 and its eventual reconsideration: The President expresses that the amendment of the articles
of incorporation decided by the Special Meeting on the twenty first day of July of 1992 (Act N(degrees) 1) and
approved by the Special Meeting on the thirtieth day of September of 1992 (Act N(degrees) 3) is still not
inscribed in the General Inspection of Justice while some amendments were questioned. Lately, due to the
incorporation of new shareholders to the Corporation, it was necessary to carry out new modifications that are
still not approved. Thus, and regarding the shareholders' intention of amending again the incorporation, the
resolutions taken in the Special Meeting on the twenty first day of July of 1992 (Act N(degrees) 1) and in the first
item of the Special Meeting on the thirtieth day of September of 1992 (Act N(degrees) 3) shall be null and void,
and this circumstance shall be communicated to the corresponding entity. After discussing the above mentioned,
the shareholders unanimously accept the Chairman's report, considering the resolutions in the Special Meeting on
the twenty first day of July of 1992 and in the first item of the Special Meeting on the thirtieth day of September
of 1992 null void , being the valid incorporation the one that is inscribed in the Public Registry of Commerce on
the fourteenth day of August 1992, with the N(degrees) 7542 of the Book 111, Section A of the Corporations.
The second item of the Agenda: Modification of the nominal value of the shares in circulation: Mr. Chairman
speaks and says that it is convenient to modify the nominal value of the shares, now from $10 to $1. After
discussing it, those attending the meeting unanimously accept to modify the nominal value of the shares in
circulation from $10 to $1, cancel the whole of the stock certificates in circulation, and issue new stock
certificates according to the new nominal value, being the Board of Directors in charge of putting in force the
already mentioned. Third item of the Agenda: Increase of the Capital Stock up to six million eight hundred and
sixteen thousand nine hundred and eighty pesos ($ 6,816,980) the shareholders unanimously resolve, for the best
fulfillment of the social objective, increase the capital stock in six million eight hundred and four thousand nine
hundred and eighty pesos ($
6,804,980), thus from the amount of $12,000 to $6,816,980 capital stock investing the irrevocable contributions
made by the shareholders the twenty third day of July 1992, the sixteenth day of June 1993 and the thirtieth day
of November 1993 to the nominal value of their respective payment for an amount the same as the one of the
increase resolved, in proportion to their respective payments. By virtue of what has been resolved, considering
the second item of the Agenda, the shareholders unanimously accept to issue the whole of the capital stock of
$6,816,980, that is 6,816,980 non endorsed registered common stocks of $1 nominal value and with the right to
one vote each, being the Board of Directors in charge of the issuing. The issuing of the corresponding stock
certificates in favor of the shareholders shall be in proportion to their present holding. The fourth item of the
Agenda: Total Reform of the Incorporation of the Corporation: the shareholders shall consider the need for the
integral reform of the current incorporation of the corporation, since the amendment proposed that includes the
modification of the articles and the inclusion of new ones is very long and complex, changing in that way the
original order, it is unanimously resolved to completely adopt and approved the new text that follows:

"ARTICLE 1: The name of the corporation is "ULTRAPETROL S.A." and its legal domicile is in the city of
Buenos Aires.

ARTICLE 2: Its duration is of ninety nine years from the date of its incorporation.

ARTICLE 3: The purposes of the Corporation shall be to engage in the following activities, in this country or
abroad, on its own account, or on the account of third parties, independently or associated to third parties,
namely: a) To carry out the management and exploitation of vessels of its own and of third parties, as well as to
act as representatives of other owners and shipowners or to engage in other related activities, inherent or
complementary to said purposes. b) Handle the maritime, fluvial and lacustrine transportation, regular and/or not
regular, domestic or international, of people or of cargoes; correspondence and maritime works and services in
general. c) To render training services to personnel relative to sea navigation. d) For the above mentioned
purposes and, in general, for every activity developed in accordance with its Articles of Incorporation, the
Corporation may be constituted in owner, shipowner, to hire and lease vessels, in time charter, bareboat charter,
or under any other charter to use vessels; to engage in the activities of transportation, transshipment in unloading
operations and cargo complement; to carry out loading activities, unloading and stowing operations; to render
towage services; to act as shipbrokers and/or freighters, to act as maritime agents and to represent vessels of its
own or of third parties; to build and repair vessels and naval appliances, as well as to exploit public and private
franchises of any kind, to participate in public bids, to construct ports and also to operate them and represent
third parties in any way used in the maritime business. e) The purchase, sale, building, management and
exploitation of real estates, urban or rural, including the operations contemplated within the laws and rules
regulating the one-floor ownership. f) To execute all kinds of acts, representations, agencies, commissions,
consignments, business activities and management of properties, stocks and enterprises in general. For these
purposes the corporation is legally empowered to acquire rights, enter into obligations and to perform all the acts
which are not prohibited by law or by these articles.

ARTICLE 4: The Capital stock is six million eight hundred and sixteen thousand nine hundred and eighty pesos
(6,816,980), represented by 6,816,980 shares with a nominal value of $1 each.

ARTICLE 5: The shares shall be registered shares, may be endorsed or not, ordinary or preferred. The latter
shares shall be entitled to a preferential payment of dividend which may be cumulative or not, pursuant to the
conditions of issue. An additional profit may also be
fixed to them. The ordinary shares shall be divided in five (5) classes A, B, C, D, and E. Each class shall
represent a 20% of the social stock.

ARTICLE 6: Each ordinary share issued is entitled to one (1) to five (5) voting rights, as determined while the
initial capital is subscribed and opportunely when it is so increased by the Meeting. The preferential shares may
be issued with or without voting right.

ARTICLE 7: The stock certificates and the provisional certificates issued shall contain the specifications and data
required by Article 211 of Law 19,550. Certificates representing more than one (1) share may be issued.

ARTICLE 8: In case of arrearages to integrate the capital stock, The Board of Directors is empowered to
proceed in accordance with any of the proceedings allowed by Article 193 of Law 19,550.

ARTICLE 9: For the transfer of shares, the shareholders shall meet with the following provisions: 9.1: the
shareholders shall have the preferential right to acquire the shares of the other shareholders and said requirement
must be stated in the stock certificates issued by the Corporation, which shall read as follows: "In order to be
transferred, the shares are to be offered first to the other shareholders, in the way stated in the By-laws of the
Corporation ". In order to exercise this preferential right the shareholders must follow these regulations: (i) For the
purposes of the preferential rights, shares class A and B are considered as a single class, except if they are
considered to have individual rights in the present by-laws. Shares classes C, D and E are also considered as a
single class. (ii) There shall be no partial offer of sale of shares of one class. Every offer must be made for all the
shares representative of the class opened by the seller shareholder. (iii) If the seller were the shareholder of Class
A shares, the shareholder of Class B shares must offer them for sale in the same conditions offered by the
shareholder of Class A shares, and the said preferential right may only be jointly exercised by the shareholders of
Classes C, D and E. In case of the exercise of this preferential right by the shareholders of Classes C, D and E
jointly, they shall acquire the total shares jointly offered by the shareholders of Classes A and B, being unable to
acquire shares from only one of the shareholders of Classes A and B.
(iv) If the seller were the Class B shareholder, this preferential right shall be exercised, in the first place, by the
Class A shareholders. If the Class A shareholders are not willing to exercise their preferential right, this right may
be jointly exercised by the shareholders of Classes C, D and E, but the Class A shareholder shall be entitled to
offer for sale together with the Class B and in the same terms and conditions, their shareholdings to the
shareholders of Classes C, D and E, who, in case of exercising their preferential right, must jointly acquire the
Classes A and B shares offered for sale. (v) If Classes C, D or E were the property of different shareholders,
and one of the m were the seller of his shareholding, he shall offer them to the shareholders of Classes C, D and
E who were not sellers. If they were both interested in buying the shares on sale, they shall jointly acquire them
and in the same proportion. If one of them were interested in the purchase, he shall acquire the whole of the
shares on sale. If two of the shareholders of shares Classes C, D or E were sellers, they shall jointly offer their
shares for sale to the remaining shareholders of shares Classes C, D or E, so that they exercise their preferential
right, who can buy both Classes or just one. If those having the right according to this clause shall not exercise
their preferential right, then the seller shareholder/s shall offer their shareholdings for sale in the same conditions to
the shareholders of Classes A and B jointly so that they can exercise their preferential right. If the shares Classes
C, D or E belong to one shareholder and seller, he shall offer for sale the whole of his shareholding without being
able to offer for sale in a partial way some of the Classes of shares that he holds. The purchase preference can
only be exercised by the shareholders of Classes A and B jointly, who shall jointly
buy all the shares of Classes C, D and E for sale, without being able to buy the shares of only one Class. 9.2:
Whenever a shareholder wishes to totally or partially transfer his shares, he shall firstly offer them for sale to the
other shareholders pursuant to the provisions of 9.1, and must so notify it to the Chairman of the Board of
Directors and to the shareholder entitled to the preferential right as to the transfer he wants to carry out, the price
and other terms of the operation (which in all cases shall be cash) and the whereabouts of the person to whom he
intends to transfer his hares, so that the shareholders entitled to the preferential right may exercise their right and
purchase all said shares. This right must be exercised within the thirty (30) days upon receipt of the notification of
the decision to sell. The answer must be given in writing and shall be notified in the same way to the Chairman of
the Board of Directors and to the seller shareholder. If no answer is received from the shareholder entitled to the
preferential right, it shall be understood that he rejects the offer. In those cases in which the preferential right
corresponds successively to more than one shareholder, and the first shareholder does not exercise his
preferential right, in the same way and in the same term, the seller shareholder must notify to the subsequent
shareholder with preferential right so that he may exercise his right. 9.3: If the shareholder with preferential right
had accepted timely and formally the offer, the transferor shareholder must deliver the shares within the thirty (30)
days after the date of the notice of the acceptance given by the acquiring shareholder, who shall comply with the
purchase conditions. 9.4: The exercise of the preferential right is to be made for all the shares offered. If the term
for the shareholders to exercise the said right is elapsed, the Chairman of the Board of Directors shall so advise
to the shareholder who informed of this decision to transfer his shares that he may transfer the said shares to the
offering third party identified in the original notice and in the price and under the conditions indicated therein. If the
latter transfer is not completed within the term of thirty (30) days after receipt of the notice from the president,
which transfer is to be entered into the respective registry books of the Corporation, then the seller shareholder
must again follow the procedure set forth in the provisions of this Clause 9 and the corresponding shareholders
shall recuperate their preferential right over the said shares. 9.5: The acquisition of the shares of the corporation,
of the By-laws, of the resolutions adopted by the Meeting of Shareholders and of the agreements of the
shareholders, which shall be expressly declared by the acquiring shareholder in the corresponding agreement of
acquisition. 9.6: The shareholders of the corporation being corporate bodies may freely transfer their shares,
without being subject to the foregoing proceeding, whenever the transfer is made to a controlled or controlling
corporation of the transferor shareholder corporation, being a controlled or controlling corporation when the
holding relation of the block of shares among those involved is no less than 80% (eighty per cent). In all cases, in
order to transfer the shares, the shareholder that wants to transfer shall formally give notice by any means to the
President of the Corporation of his intention to transfer his shares to the controlled or controlling corporation,
notice which must accompany all corporate documents necessary to evidence the corporate status of the
corporation to which they pretend to transfer their shares. In any event, in the contract purchase-sale of shares or
in the instrument whereby they are transferred, the acquiring corporation must expressly declare that they
observe, approve and are bound by the Articles of Incorporation, the By-laws and by the agreements adopted
by the Meeting of Shareholders and by the agreement of the existing shareholders. 9.7: Any notices to be made
by authentic means shall be deemed to have been made on the same day they are delivered by the Post Office,
and the term for delivery shall start on the third day after
the said date if the address of the sender is in the Argentine Republic, or on the sixth day if the address is abroad.
If the notice is given in person through notary public, the term for delivery shall start the day after the notarial
notice is made. 9.8: The preceding provisions referring the preferential right to purchase shall not apply when the
Board of Directors unanimously approved the transfer by approval of its five members. 9.9: Only the transfers of
shares which meet with the preceding provisions of these Articles of Incorporation shall be entered into the Stock
Registry Book of the Corporation. 9.10: If the application of articles 9.1 (iii) and 9.1 (iv) resulted in a third party
acquiring shares Class A and/or B the Clauses Eleventh and Sixteenth of these Articles of Incorporation shall
automatically be null and void, and from that moment the relation between the shareholders shall be regulated by
the Corporate Law. The seller shareholders shall be bound to include in the respective contract a clause
expressly stating this provision. This clause shall not be applicable to other transfers of shares nor to those defined
in article 9.6 even though the transfers of Class A and/or B are affected.

ARTICLE 10: By resolution adopted at a Special Meeting of Shareholders, the corporation may hereinafter issue
debentures, negotiable instruments and any other evidence of indebtedness for its private or public investment,
within the country or abroad, in the conditions of price, interests and depreciation which may be deemed by the
Meeting and subject to the standing legal provisions. The above mentioned certificates may be issued in national
or foreign currency with collateral, common or special guaranty.

ARTICLE 11: The Corporation shall be managed by a Board of Directors formed by five (5) members, one (1)
for each Class of shares who shall hold their office during the term of one (1) year. The Meeting is to designate
substitute members in equal number than the principal members and to hold their office during the same term in
order to fill the vacancies created in each class. At their first meeting, the members of the Board of Directors must
appoint one Chairman and one Vice-chairman; the latter replaces the first in case of absence or inability. The
Board of Directors shall act with the presence of at least four (4) of its members, and resolutions shall be adopted
by the votes of its four (4) directors. The Presidency of the Board of Directors shall correspond alternatively to
the Classes A and B for one term, and to the Classes C, D and E the following term and thus subsequently. The
vice-presidency shall correspond to the Class which is not holding the office of the presidency.

ARTICLE 12: The Directors must give a guarantee in cash of $ 1,000.

ARTICLE 13: The Board of Directors have full power to manage and dispose of the properties, including those
which by law require special powers of attorney according to Article 1881 of the Civil Code and Article 4 of
Decree Law N(degrees) 5965/63. Consequently, they may enter into all kinds of legal proceedings on behalf of
the Corporation for the performance of the purpose thereof, to deal with all and any financial institution and/or o
public or private banks within the country or abroad; to establish agencies, branches or other type of
representations within the country or abroad; proceed with the purchase, sale, exchange, lease in all types of
arrangements as time charter, voyage or bareboat, leasing, renting, import of all types of goods, supply and
assignment of vessels, their spare parts and appliances, accessories, materials and supplies, mediation in the
consideration of the insurance to cover the risks for the services agreed and those covering the properties of the
corporation of those hired by it or the risks for third parties which might be caused by these properties, all kinds
of commercial operations normally carried out in ports; to contract obligations, to acquire, dispose of and
mortgage vessels and other personal and real estate properties, facilities and in general all kinds of rights and
abandon vessels and other properties of the Corporation in favor of underwriters, of the National
State or of any other third party if it is deemed convenient to the interests of the Corporation, as well as to carry
out all the industrial operations, commercial transactions and contracts directly or indirectly related to the
purposes of the Corporation; to carry out credit operations with or without expressed warranty; to contract
debentures or any other debt certificate, aimed at facilitating its normal operational development for the
performance of related activities, accessory and complementary to those constituted by its main purposes, to
enter into agreements of temporary association for commercial purposes without formal partnership, of "Union
Transitoria de Empresas " and of "Agrupacion de Colaboracion Empresaria "; to grant to one or more persons
special judicial powers of attorney, including for criminal complaint, or extrajudicially with the purpose and
extension deemed convenient, and to engage in any other act of disposition, investment, management and
development related and beneficial to the purposes of the corporation. The legal representation of the
Corporation shall be the President of the Board of Directors or the Vice-president in case of absence or inability.
In case of absence of the Chairman and of the vice-chairman, the legal representation of the company shall be
jointly held by two directors, one being of the Class A and B Shares and the other director of the Class C, D or
E shares (being a substitute in case the third substitute director is absent).

ARTICLE 14: The control of the Corporation shall be in charge of a Control Commission made of three trustees
chosen by the Shareholders' Meeting for one year. The Meeting shall annually appoint a Regular Trustee or a
Substitute Trustee, to hold their office during the term of one (1) year. The Control Commission shall meet at
least once every three months, formed by the presence of all of its members shall take decisions with the majority
of the present votes. Its members shall attend the meetings of the Board, and shall be represented there by one or
more of its members.

ARTICLE 15: Any Meeting shall be summoned according to Article 237 of Law 19,550, without detriment to
the stipulated there for the case of unanimous Meeting.

ARTICLE 16: The quorum of the Ordinary Meeting, both in the first and second notice, shall be that of the
Article 293 of the Corporation Law. Its resolutions in both cases shall be taken by the 80% of the shares with the
right to vote that are present. The quorum and the majority of the Special Assemblies shall be, both in the first
and second notice, of the 80% of the shares in circulation with a voting right. For the Ordinary Meeting, the
second notice shall not be carried out before ten days from the date of the first notice. Any Meeting, Ordinary
and/or Special, shall be held with a previous notice for the shareholders with at least ten (10) days in advance
from the date of the meeting without detriment to the article 237 of the Law 19,550. The notice shall be sent to
the domiciles of the shareholders that appear in the Book of Registry of Shares.

ARTICLE 17: the fiscal year ends on the thirty first (31) day of December of each year. At that time the financial
statement shall be prepared in accordance with standing accounting and technical principles commonly in use.
The Meeting may amend the fiscal year ending by the record of pertinent resolution at Public Registry of
Commerce Office. The net and taken profits shall be consigned as follows: a) Five (5) per cent, to reach up to
twenty per cent (20%) of the capital subscribed for the funds of legal reservation; b) For remuneration of the
Board of Directors and Trustees in such case; c) For dividends of the preferred stocks, with priority the unpaid
cumulative; d) The surplus, in whole or partially, to additional participation of the preferred stocks and to a
dividend of the ordinary stocks, or to funds for contingency or preservation reserve or to a new account or to a
consignment determined by the Meeting. The dividends are to be paid in proportion to the respective
participations, within the year of its authorization.

ARTICLE 18: The winding-up of the
Corporation may be effected by the Board of Directors or by the liquidator or liquidators appointed by the
Meeting, under the surveillance of the Trustee or Trustees in such case. Having paid the liabilities and, reimbursed
the capital, the surplus shall be distributed among the shareholders, with the preferences mentioned in the
preceding article". Mr. Chairman states that the Meeting is ordinary puts into the shareholders'consideration the
fifth item of the Agenda:
Appointment of the members of the Control Commission. After a short discussion, it is unanimously decided to
appoint for one year as regular members Messrs. Alberto G. Deyros; Juan Carlos Pitrelli and Horacio Calo. As
alternate members Messrs. Manuel Cerdeira, Pablo Clusellas and Jorge Jose Alvarez. The sixth item of the
Agenda: Give the necessary authorizations to implement the following: It is unanimously resolved to authorize
Doctors Juan Ernesto Cambiaso, Alfredo Miguel O'Farrell, Luis Maria Gonzalez Lanuza, Marcos J. Benegas
Lynch, Maria Alejandra Ferrari Jaso, Isabela Pucci and/or Agustin R. Miguens so that any of them may carry out
the dealings to obtain the inscription of the present resolutions in the Public Registry of Commerce or where
appropriate, to sign rectifying or complementary deeds of the public or private instruments that were granted,
being presented before the General Inspection of Justice or any other administrative, judicial, national, provincial
or municipal authority of this Republic, due to problems related to the corporation, presenting claims and
requests, claim and abandon this right and of any other legal resource and carry out all the dealings for the present
authorization. The seventh item of the Agenda: Appointment of two shareholders to approve and sign the act. Mr.
Menendez speaks and advises that all the shareholders should sign the incorporation, which is unanimously
approved. With no further points to discuss, the meeting is adjourned at 13 hours. (Signatures) IT IS A TRUE
COPY, I testify. READ to the party hereto, its content is approved and in agreement, before me, I testify. There
follows some illegible words and 6.816.980.

There appear two illegible signatures and a seal that reads RICARDO MIHURA
SEEBER NOTARY PUBLIC, REGISTER 1950.

NOTARIAL ORDER. Law 12.990. Sign and seal. Notary Public Association. Capital Federal. Argentine
Republic. On the right margin there is an illegible seal and a number C000276987. It is in agreement with the
original copy that is in leaf 3446 of the Notarial Registry N(degrees) 137 of this Capital Federal, authorized by
Ricardo MIHURA SEEBER for THE CORPORATION. As Notary Public of this Registry I issue the present
Copy in 11 (eleven) photocopy/ies and the present sheet that I seal and sign in Buenos Aires on the fifteenth day
of the month of November 1994. There appears an illegible signature and seal RICARDO MIHURA SEEBER,
NOTARY PUBLIC, REGISTER 1950. GENERAL INSPECTION OF JUSTICE. PAGE 1. Official
Proceeding 00431, 01370. Description: Increase of capital Prequalified dealing. Modification of By-laws. Order
number 1559393. Corporation ULTRAPETROL. Before. Inscribed in this Registry under number 7021 of book
117, section A of SA. Deed/s 603. And/or private instruments. Buenos Aires 8/7/95. Press simultaneously
"Change" and "Print Page" to print, then enter. Count :* 0. There is an illegible signature and a seal that reads
GUILLERMO C. ROJAS. Chief of the Registry Department. General Inspection of Justice. Another seal reads
certified copy/ies under notary seal No T 003121810. It appears an illegible signature and a seal that reads
BERNARDO MIHURA DE ESTRADA, REGISTRY NUMBER 4669. Notary Public. CERTIFICATION OF
REPRODUCTIONS. LAW 404. Notary Public Association. Capital Federal. Argentine Republic. On the right
margin there is a number T 003121810. Buenos Aires, September 16th 2004. As Notary Public HOLDER OF
THE
NOTARIAL REGISTRY 137 CERTIFIES that the enclosed reproduction, issued in 13 (thirteen) folio/s, that I
sign and seal, is a TRUE COPY of its original, I have before me, I testify. There is an illegible signature and a seal
that reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER 4669.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly admitted and sworn, do
hereby certify the foregoing to be a true and accurate translation into English of the document in Spanish I have
before me, and hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original redactado en espanol que he
tenido a la vista y al cual me remito. EN FE DE LO CUAL estampo mi firma y sello en la Ciudad de Buenos
Aires, a los 16 dias del mes de noviembre de 2004.
TRADUCCION PUBLICA.

On top of each page there is a seal that reads Notary Public Association. Capital Federal. Argentine Republic.
Original Record of Deeds. Law 12.990. Sign and seal. On the left of the first page and on the other pages it
appears a number 582. FIVE HUNDRED AND EIGHTY TWO. There are two illegible signatures and one seal
that reads RICARDO MIHURA SEEBER, REGISTRY NUMBER 1950 and another seal that reads
BERNARDO MIHURA DE ESTRADA, REGISTRY NUMBER 4669. It appears A 049356772 up to A
049356779 in the last page.

CAPITAL STOCK INCREASE AMENDMENT OF THE INCORPORATION. "ULTRAPETROL
S.A." DEED NUMBER SEVENTY FIVE

In the city of Buenos Aires, Capital of the Argentine Republic, on the ninth (9) day of the month of February of
the year one thousand nine hundred and ninety eight (1998), before me, the Authorizing Notary Public, personally
appeared to me known: MR. FELIPE MENENDEZ ROSS, Chilean, married, holder of the Identity Card of the
Federal Police number 8.415.593, domiciled at 986 Leandro N. Alem Avenue, 11th floor of this city, of legal
age, he is an authorized person and to me known, I testify; and that he comes for and on behalf of the
corporation called "ULTRAPETROL S.A." as the President of its Board of Directors and is duly qualified for this
act, according to the following:

FIRST.- The existence of the corporation with its Articles of Incorporation and later amendment, subscribed by
deeds dated on the sixteenth day of July of 1992, on the fourth day of August of 1992 and on the fourteenth day
of November of 1994 before the notary public Alvaro Gutierrez Zaldivar to the leaves 924 and 1181 of the
Notarial Registry 374, and the last one before me, to the leaves 3446 of this same Registry, that in their
evidences, inscribed together in the Public Registry of Commerce of the General Inspection of Justice on the
fourteenth day of August of 1992 under number 7542 of the Book 111, Section A of Corporations, and the last
one on the seventh day of the month of August of the year 1995 under number 7021 of the Book 117, Section A
of the Corporations, I have before me for this act and in copies certified the two first are enclosed to the leaf
1090, original record of deed of the year 1992 of this Registry, which I refer, ATTESTING: a) That the
corporation has judicial capacity for this act, and it is directed and managed by a Board of Directors of 5 (five)
members, with one year term of office, among which one President and maybe one Vice President have to be
chosen, being the legal representation on charge of the President or Vice President in its case, or two directors
working together; and
c) that the capital stock is $6.816.980.- totally subscribed or integrated, represented by the same number of
shares of $1 nominal value each.

SECOND.- The election of the appraiser as President of the corporation derives from the Meeting of the second
day of February of the year 1997 and of the meeting of the Board of Directors on the same date, whose acts,
sealed respectively on the Books of Acts of Assemblies and Board of Directors, I have before me for this act
and in a copy certified I enclosed to this deed, and

THIRD.- The authorization for this act is according to the resolutions of the Special Meeting on the thirtieth day
of December of 1997, whose minutes will be describe completely hereinafter.- It STIPULATES: that the
corporation that represents in its Ordinary and Special General Meeting celebrated on the thirtieth day of
December of 1997 decided to increase the Capital Stock to $7.614.692. and
the modifications of the Articles 4, 5, 9, 11,13 and 16 of the Statute.- The foregoing is stipulated in the act,
sealed on leaves 67 to 71 of the mentioned Book of Acts of Meeting 1, signed on the thirty first day of August of
1992 under number C 5822, that shall be furtherly transcribed, after the entry corresponding to this Meeting of
the Book of Stock Deposits and Register of Assistance to General Assemblies number 1, sealed to folio 17 of
the mentioned book, sealed on this thirty first day of the month of August of the year 1992 under number C
5824. The appraiser adds that this act legalizes the public deed of the amendment introduced to the Incorporation
of the Corporation by the mentioned Meeting, and requests from the authorized person the transcription in this
Registry on my behalf of the Entry of the Assistance Registry and the sealed Act of the mentioned Meeting, as
well as the issuing of the copies, edict, expert's reports and other documentation necessary to enable the design
of the amendments and their inscription, expressly authorizing the subscriber to do so. As required, the following
TRANSCRIPTIONS are done: "ORDINARY AND SPECIAL GENERAL MEETING ON THE THIRTIETH
DAY OF DECEMBER OF 1997.- Serial Number. Date.
Year 19-. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity Document) (Domicile)
Societe International D'Investissement. REPRESENTATIVE. (Complete Name and Surname) (Identity
Document) (Domicile). Luis Maria Gonzalez Lanuza. National Identity Document 6.109.288. C. Pellegrini 885, 3
(degrees) floor. AMOUNT OF SHARES OR CERTIFICATES. Class C 1.363.396. CAPITAL $ 1.363.396.
Number of votes 1.363.396. SIGNATURES (there is a signature) Serial Number. Date. Year 19--. Day.
Month. SHAREHOLDER. (Complete Name and Surname) (Identity Document) (Domicile) Societe International
D'Investissement. REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile). Luis
Maria Gonzalez Lanuza. National Identity Document 6.109.288. C.Pellegrini 885, 3(degrees) floor. AMOUNT
OF SHARES OR CERTIFICATES. Class C 1.363.396. CAPITAL $ 1.363.396.
Number of votes 1.363.396. SIGNATURES (there is a signature) Serial Number. Date. Year 19--. Day.
Month. SHAREHOLDER. (Complete Name and Surname) (Identity Document) (Domicile) Societe International
D'Investissement. REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile). Luis
Maria Gonzalez Lanuza. National Identity Document 6.109.288. C.Pellegrini 885, 3(degrees) floor. AMOUNT
OF SHARES OR CERTIFICATES. Class C 1.363.396. CAPITAL $
1.363.396.. Number of votes 1.363.396. SIGNATURES (there is a signature) Serial Number. Date. Year 19--.
Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity Document) (Domicile) Societe
International D'Investissement. REPRESENTATIVE. (Complete Name and Surname) (Identity Document)
(Domicile). Luis Maria Gonzalez Lanuza. National Identity Document 6.109.288. C.Pellegrini 885, 3(degrees)
floor, Capital Federal. AMOUNT OF SHARES OR CERTIFICATES. Class C
1.363.396. CAPITAL $ 1.363.396. Number of votes 1.363.396. SIGNATURES (there is a signature) Serial
Number. Date. Year 19--. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity
Document) (Domicile) Inversiones Los Avellanos S.A. REPRESENTATIVE. (Complete Name and Surname)
(Identity Document) (Domicile). Bettina Di Croce. National Identity Document 14.464.127. Suipacha 1111 18
(degrees) floor. Capital Federal. AMOUNT OF SHARES OR CERTIFICATES. Class A
1.363.396. CAPITAL $ 1.363.396. Number of votes 1.363.396. SIGNATURES (there is a signature) Serial
Number. Date. Year 19--. Day. Month. SHAREHOLDER.
(Complete Name and Surname) (Identity Document) (Domicile) Inversiones Los Avellanos S.A.
REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile). Bettina Di Croce.
National Identity Document 14.464.127. Suipacha 1111 18(degrees) floor. Capital Federal. AMOUNT OF
SHARES OR CERTIFICATES. Class B 1.363.396. CAPITAL $ 1.363.396. Number of votes 1.363.396.
SIGNATURES (there is a signature) (TOTAL) amount of shares or certificates. 6.816.980. CAPITAL: $
6.816.980. This Registry has been filed at ten on the thirtieth day of December of 1997, before two
shareholders, all represented, with a total of 6.816.980 shares which represent a capital of $ 6.816.980 and give
rights to 6.816.980 votes. (there is a signature).- SPECIAL AND ORDINARY MEETING ACT NUMBER
15.- In the city of Buenos Aires, on the thirtieth day of December of 1997, in the headquarters of the corporation
there is a meeting of the Special and Ordinary Meeting of the shareholders of Ultrapetrol S.A. on the terms of
article 237, third part of Law 19.550. Two shareholders are present, on representation, with a total of 6.816.980
shares, at a nominal price of $1 each, giving right to 1 vote per share, as mentioned in the Stock Certificate
Register and Record of Attendance to Assemblies leaf 17, from which it is possible to see that a number of
shareholders representing the total of the capital stock are present. Having the necessary legal quorum for this
Meeting, at 10 the meeting is opened being president Mr. Felipe Menendez Ross in order to deal with the
following Agenda:
1) Increasing of the Capital Stock up to seven million six hundred fourteen thousand six hundred and ninety two
pesos ($ 7,614,692); and issuing of shares with premium. To resign to the right of preference. 2) Modification of
Article 4(degrees) of the Statute. 3) Modification of Articles 5,9,11,13 and 16 of the Statute. 4) Appointment of
two shareholders to approve and sign the act. After a short discussion, the agenda is approved unanimously.
There follows the analysis of the first item of the Agenda: "Increasing of the Capital Stock up to seven million six
hundred fourteen thousand six hundred and ninety two pesos ($ 7,614,692); and issuing of shares with premium.
To resign to the right of preference." After a short discussion is approved unanimously: i) To increase the Capital
Stock from $ 6,816,980 to $ 7,614,692; with 797,712 common, non endorsable registered shares, of $1
nominal value , one vote per share and with the right to one dividend from this fiscal year, with an issuing premium
of $ 0,62966 each share, thus a total premium of $ 502,288; ii) That the shares shall be offered as a taking up to
the shareholders and issue in this act; iii) that the shares shall be totally integrated in the taking up act. Then the
representative of the shareholder of Los Avellanos S.A. says he wants to take up and pay up all the shares which
represent the increase of capital of the Corporation allocating $1,300,000 of which $ 797,712 correspond to
shares and $ 502,288 to the premium of the issuing, which he pays cash in this act. On the hand the
representative of the shareholder Societe Internationale D'Investissement says that the person he represents
resigns to the right of taking up as regards the shares that correspond to her according to her share holding and to
her right to accession. Once this procedure finished, all the present shareholders, being 100% of the capital
stock, approved it and confirm it unanimously. There follows the analysis of the second item of the Agenda:
"Modification of Article 4(degrees) of the Statute." After a short discussion is approved unanimously: i) to modify
Article 4 of the Statute to incorporate the increase in the capital stock above mentioned, ii) to approve the text of
that article which is as follows: Text of Article 4 (degrees): "The Capital stock is $7,614,692 represented by
7,614,692 shares with a nominal value of $1 each." There follows the analysis of the third item of the
Agenda: "Modification of Articles 5, 9,11,13 and 16 of the Statute." After a short discussion, the Meeting
decides unanimously to modify Articles 5, 9, 11, 13, and 16 of the Statute, which are as follows:

"ARTICLE 5: The shares shall be registered shares, may be endorsed or not, ordinary or preferred. The latter
shares shall be entitled to a preferential payment of dividend which may be cumulative or not, pursuant to the
conditions of issue. An additional profit may also be fixed to them.

ARTICLE 9: For the transfer of shares, the shareholders shall meet with the following provisions: 9.1: the
shareholders shall have the preferential right to acquire the shares of the other shareholders and said requirement
must be stated in the stock certificates issued by the Corporation, which shall read as follows: "In order to be
transferred, the shares are to be offered first to the other shareholders, in the way stated in the By-laws of the
Corporation". In order to exercise this preferential right the shareholders must follow these regulations: i) there
cannot be a partial offer of sale of shares. Any offer should be for the total of the shares of the shareholder who is
selling; ii) Any sell, assignment or transfer of shares of the corporation or rights to take up shares among the
shareholders shall be free and the restrictions established in this Article 9 shall not be applicable. Any other
transference shall be done according to the previsions of this Article 9; 9.2: Whenever a shareholder wishes to
totally or partially transfer his shares, he shall firstly offer them for sale to the other shareholders pursuant to the
provisions of 9.1, and must so notify it to the President of the Board of Directors and to the shareholder entitled
to the preferential right as to the transfer he wants to carry out, the price and other terms of the operation (which
in all cases shall be cash) and the whereabouts of the person to whom he intends to transfer his hares, so that the
shareholders entitled to the preferential right may exercise their right and purchase all said shares. This right must
be exercised within the thirty (30) days upon receipt of the notification of the decision to sell. The answer must be
given in writing and shall be notified in the same way to the President of the Board of Directors and to the seller
shareholder. If no answer is received from the shareholder entitled to the preferential right, it shall be understood
that he rejects the offer. In those cases in which the preferential right corresponds successively to more than one
shareholder, such right shall be used pro rata of the corresponding share holding. 9.3: If the shareholder with
preferential right had accepted timely and formally the offer, the transferor shareholder must deliver the shares
within the thirty (30) days after the date of the notice of the acceptance given by the acquiring shareholder, who
shall comply with the purchase conditions. 9.4: The exercise of the preferential right is to be made for all the
shares offered. If the term for the shareholders to exercise the said right is elapsed, the President of the Board of
Directors shall so advise to the shareholder who informed of this decision to transfer his shares that he may
transfer the said shares to the offering third party identified in the original notice and in the price and under the
conditions indicated therein. If the latter transfer is not completed within the term of thirty (30) days after receipt
of the notice from the president, which transfer is to be entered into the respective registry books of the
Corporation, then the seller shareholder must again follow the procedure set forth in the provisions of this Clause
9 and the corresponding shareholders shall recuperate their preferential right over the said shares. 9.5: The
acquisition of the shares of the corporation, of the By-laws, of the resolutions adopted by the Meeting of
Shareholders and of the agreements of the shareholders, which shall be expressly declared by the acquiring
shareholder in the corresponding agreement of acquisition. 9.6: The shareholders of the
corporation being corporate bodies may freely transfer their shares, without being subject to the foregoing
proceeding, whenever the transfer is made to a controlled or controlling corporation of the transferor shareholder
corporation, being a controlled or controlling corporation when the holding relation of the block of shares among
those involved is no less than 80% (eighty per cent). In all cases, in order to transfer the shares, the shareholder
that wants to transfer shall formally give notice by any means to the President of the Corporation of his intention
to transfer his shares to the controlled or controlling corporation, notice which must accompany all corporate
documents necessary to evidence the corporate status of the corporation to which they pretend to transfer their
shares. In any event, in the contract purchase-sale of shares or in the instrument whereby they are transferred, the
acquiring corporation must expressly declare that they observe, approve and are bound by the Articles of
Incorporation, the By-laws and by the agreements adopted by the Meeting of Shareholders and by the
agreement of the existing shareholders. 9.7:
Any notices to be made by authentic means shall be deemed to have been made on the same day they are
delivered by the Post Office, and the term for delivery shall start on the third day after the said date if the address
of the sender is in the Argentine Republic, or on the sixth day if the address is abroad. If the notice is given in
person through notary public, the term for delivery shall start the day after the notarial notice is made. 9.8: The
preceding provisions referring the preferential right to purchase shall not apply when the Board of Directors
unanimously approved the transfer by approval of its five members. 9.9: Only the transfers of shares which meet
with the preceding provisions of these Articles of Incorporation shall be entered into the Stock Registry Book of
the Corporation.

ARTICLE 11: The Corporation shall be managed by a Board of Directors formed by five (5) members, who
shall hold their office during the term of one (1) year. The shareholder who owns most of the capital stock of the
corporation shall have the right to name three members of the Board. The minority shareholders shall have the
right to choose two members of the Board. It shall be considered the majority shareholder the one who has the
capacity to be present in every kind of shareholders Assemblies and Board of Directors meetings. The Meeting is
to designate substitute members in equal number than the principal members m in order to fill the vacancies
created. At their first meeting, the members of the Board of Directors must appoint one Chairman and one Vice-
chairman; the latter replaces the first in case of absence or inability. The Board of Directors shall act with the
presence of at least four (4) of its members, and resolutions shall be adopted by the votes of its four (4) directors.
The Boards meetings shall be notified ten (10) days in advance in the domicile of each Director. The Presidency
of the Board of Directors shall correspond alternatively to the major shareholder one term and to the minority
shareholder the following term and so on unless the Board decides something different. The vice-presidency shall
correspond to the shareholder who is not holding the office of the presidency.

ARTICLE 13: The Board of Directors have full power to manage and dispose of the properties, including those
which by law require special powers of attorney according to Article 1881 of the Civil Code and Article 4 of
Decree Law N(degrees) 5965/63. Consequently, they may enter into all kinds of legal proceedings on behalf of
the Corporation for the performance of the purpose thereof, to deal with all and any financial institution and/or o
public or private banks within the country or abroad; to establish agencies, branches or other type of
representations within the country or abroad; proceed with the purchase, sale, exchange, lease in all types of
arrangements as time
charter, voyage or bareboat, leasing, renting, import of all types of goods, supply and assignment of vessels, their
spare parts and appliances, accessories, materials and supplies, mediation in the consideration of the insurance to
cover the risks for the services agreed and those covering the properties of the corporation of those hired by it or
the risks for third parties which might be caused by these properties, all kinds of commercial operations normally
carried out in ports; to contract obligations, to acquire, dispose of and mortgage vessels and other personal and
real estate properties, facilities and in general all kinds of rights and abandon vessels and other properties of the
Corporation in favor of underwriters, of the National State or of any other third party if it is deemed convenient to
the interests of the Corporation, as well as to carry out all the industrial operations, commercial transactions and
contracts directly or indirectly related to the purposes of the Corporation; to carry out credit operations with or
without expressed warranty; to contract debentures or any other debt certificate, aimed at facilitating its normal
operational development for the performance of related activities, accessory and complementary to those
constituted by its main purposes, to enter into agreements of temporary association for commercial purposes
without formal partnership, of "Union Transitoria de Empresas" and of "Agrupacion de Colaboracion
Empresaria"; to grant to one or more persons special judicial powers of attorney, including for criminal complaint,
or extrajudicially with the purpose and extension deemed convenient, and to engage in any other act of
disposition, investment, management and development related and beneficial to the purposes of the corporation.
The legal representation of the Corporation shall be the President of the Board of Directors or the Vice-president
in case of absence or inability. In case of absence of the President and of the vice-president, the legal
representation of the company shall be jointly held by two directors, one should be a Director named by the
majority shareholder the other one a Director chosen by the minority shareholder.

ARTICLE 16: The quorum of the Ordinary Meeting, both in the first and second notice, shall be that of the
Article 243 of the Corporation Law. Its resolutions in both cases shall be taken by the 80% of the shares with the
right to vote that are present. The quorum and the majority of the Special Assemblies shall be, both in the first
and second notice, of the 80% of the shares in circulation with a voting right. For the Ordinary Meeting, the
second notice shall not be carried out before ten days from the date of the first notice. Any Meeting, Ordinary
and/or Special, shall be held with a previous notice for the shareholders with at least ten (10) days in advance
from the date of the meeting without detriment to the article 237 of the Law 19,550. The notice shall be sent to
the domiciles of the shareholders that appear in the Book of Registry of Shares. Therefore, in view of the
modifications of Articles 4, 5, 9, 11, 13, and 16 of the Social Statute it is unanimously decided to authorize Mr.
Jorge Luis Perez Alati, Betina Di Croce, Paula Maria Suter, Lucian Veronica Zuccatosta, Maria Marta Sanchez
de Bustamante y Adela Alicia Codagnone so that on behalf of Ultrapetrol S.A. and acting as any of them they
may carry out the dealings to obtain the inscription from the General Inspection of Justice of the present
modifications approved by this Meeting with the power to accept the modifications required by that agency, and
propose, in such case, alternative texts presenting claims and requests, claim and abandon this right and of any
other legal resource and carry out all the dealings for the present authorization to sign rectifying or complementary
deeds of the public or private instruments that were granted The fourth item of the Agenda is being discussed:
Appointment of two shareholders to approve and sign the
act. After a short discussion it is decided that that all the shareholders should sign the incorporation, which is
unanimously approved. With no further points to discuss, the meeting is adjourned at 11 hours. (Signatures) IT IS
A TRUE COPY, I testify. READ to the party hereto, its content is approved and in agreement, before me, I
testify. There follows some illegible words and three illegible signatures and a seal that reads Ricardo Mihura
Seeber, Notary Public, Register 1950.

NOTARIAL ORDER. Law 12.990. Notary Public Association. Capital Federal. Argentine Republic. On the
right margin there a number C000773133. It is in agreement with the original copy that is in leaf 0582 of the
Notarial Registry No 137 of this Capital Federal, authorized by Ricardo MIHURA SEEBER for
"ULTRAPETROL S.A." As Notary Public of this Registry I issue the present Copy in
8 (eight) photocopy/ies and the present sheet that I seal and sign in Buenos Aires on the tenth day of the month of
February 1998. There appears an illegible signature and two seals Ricardo Mihura Seeber, Notary Public,
register 1950.

There appears an illegible signature and a seal that reads BERNARDO MIHURA de
ESTRADA, NOTARY PUBLIC, REGISTER 4669.

GENERAL INSPECTION OF JUSTICE. 1998. Official Proceeding Number 01201
284007. CAPITAL STOCK INCREASE. CORPORATE PURPOSE WIDENING. 01370 284007.
AMENDMENT OF BYLAWS. NUMBER: 1559393. CORPORATION. Firm Name ULTRAPETROL,
(before) Inscribed in this Registry under number 582 of book 1, section - of JOINT STOCK COMPANIES
and/or private instruments. To count: *0. Buenos Aires, 04/14/98. There is an illegible signature and a seal that
reads Dr. PATRICIA LAURA MAZZADI Chief. Registry Department. Another seal reads certified copy/ies in
the Notarial Seal N(degrees) T003121814. It appears an illegible signature and a seal that reads BERNARDO
MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER 4669.

CERTIFICATION OF REPRODUCTIONS. LAW 404. Notary Public Association. Capital Federal.
Argentine Republic. On the right margin there is a number T 003121814. Buenos Aires, September 16th 2004.
As Notary Public HOLDER OF THE NOTARIAL REGISTRY 137 CERTIFIES that the enclosed
reproduction, issued in 010 (ten) folio/s, that I sign and seal, is a TRUE COPY of its original, I have before me, I
testify. There is an illegible signature and a seal that reads BERNARDO MIHURA de ESTRADA, NOTARY
PUBLIC, REGISTER 4669.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly admitted and sworn, do
hereby certify the foregoing to be a true and accurate translation into English of the document in Spanish I have
before me, and hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original redactado en espanol que he
tenido a la vista y al cual me remito. EN FE DE LO CUAL estampo mi firma y sello en la Ciudad de Buenos
Aires, a los 16 dias del mes de noviembre de 2004.
TRADUCCION PUBLICA.

[On the left there is a seal that reads Notaries' Public Association. Federal Capital. Argentine Republic. Original
Record of Deeds, and another seal that reads MINISTRY OF JUSTICE, GENERAL INSPECTION OF
JUSTICE. Folios are numbered A 046548863 through A 046548864. There are three illegible signatures and a
seal that reads RICARDO MIHURA SEEBER, NOTARY PUBLIC, REGISTER 1950, another seal that reads
General Inspection of Justice.

There appears a seal that reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER
4669. On the top, left-hand side there appear numbers 3753 (three thousand, seven hundred and fifty three) (first
page of document) and 3754 (three thousand, seven hundred and fifty four) (third page)].

FILING OF CHANGE OF REGISTERED OFFICE - "ULTRAPETROL S.A." - DEED No. FIVE
HUNDRED AND SIXTY NINE.

In Buenos Aires, Capital City of the Argentine Republic, on this TWENTY THIRDTH day OF OCTOBER of
the year ONE THOUSAND AND NINETY SIX, before me authorizing Notary Public, there appears Mr.
Manuel Lucio TORINO. Argentine, bearer of Cedula de Identidad (Identity Card) No. 6.302.298, issued by the
Federal Police Department, neighbor of this city, capable, of age, personally known to me, I attest. I also witness
that he appears in these proceedings in the name and on behalf of the corporation called "ULTRAPETROL S.A."
in his capacity as Chairman of the Board, and that he has been especially empowered to enter into these
presents, as evidenced by: 1) The existence of the Corporation with its By-laws and amendments delivered, the
first and second, before Notary Public Alvaro Gutierrez Zaldivar and the third one before me by public deed on
July 16th, 1992, August 4th, 1992 and November 14th 1994 registered on folio 924,1181 and 3446 of Notarial
Record No. 374,374 and 137 in their Notarial act jointly registered the first and the second in the Public Registry
of Commerce of the General Inspection of Justice on August 14th, 1992 under N(degrees) 7542, Book 111,
volume A of Corporations and the third one on August 7th, 1995 under N(degrees) 7021, Book 117, Volume A
of Corporations I have before me, a certified copy of the former was attached on folio 1090, Year 1992
protocol on this same Record, I attest.

IT IS HEREBY CERTIFIED a) that the corporation has legal capacity for the act and that it is managed by a
Board of Directors formed by 5 regular members, who hold office for one year and that a Chairman shall be
appointed among them and a Vice-chairman might be appointed from among its number and that the Chairman,
or the Vice-Chairman in absence of the former, or two directors shall jointly act as the corporation's legal
representatives and b) that the corporate domicile is in the city of Buenos Aires, and the previous registered office
domicile was in Carlos Pellegrini 887, 3(degrees) floor.

SECOND: The appointment of Mr. Manuel Lucio Torino as President of the Corporation results from the
Shareholders' Meeting dated January 30th, 1996 and the Board Meeting dated February 22nd, 1996, whose
Minutes were recorded on Folio 61 and following and folio 91 of the Minutes Book of Shareholders' and Board
Meetings, registered on August 31st, 1992 under No.
C 5822 and C 5823 and certified copies of which I attached to folio 2267, year 1996 protocol of this Record, I
attest. And

THIRD: The authorization for this act results by the resolution taken at the Board Meeting held on May 22nd,
1996 and recorded on folio 92 of the above-mentioned Minutes Book of Board Meetings I have before me and
which is fully transcribed below. Mr. Manuel Lucio Torino, hereby DEPOSES AND REPRESENTS AS
FOLLOWS: That the corporation he represents, at the Meeting held on May 22nd of the current year agreed to
change the registered office.

I herein below transcribe the following minutes of the Board of Meeting which I have before me: " In the City of
Buenos Aires, on May 22nd, 1996, the undersigned Members of Ultrapetrol S.A. Board held their meeting at
15.30 under the Chairman Manuel Lucio Torino who starts the Meeting. He took the floor and stated it had been
previously ommited to state that the corporation has moved its registered office to LEANDRO N. ALEM 986,
11(TH) FLOOR, CAPITAL FEDERAL. There being no further business to transact, the meeting was adjourned
at 16:00." (Four signatures follow"). IT IS A TRUE COPY OF THE ORIGINAL, I ATTEST.

He requests that I issue such copies, forms, opinions and writs as may be necessary to speed up both formalities,
which I am authorized to register in the General Inspection of Justice. THESE PRESENTS HAVING BEEN
READ, Mr. Manuel Lucio Torino ratifies these presents and affixes his hand, I attest.

There follow three illegible signatures and a seal that reads RICARDO MIHURA SEEBER, NOTARY
PUBLIC, REGISTER 1950. NOTARIAL ORDER. Law 12.990. Notary Public Association. Capital Federal.
Argentine Republic. On the right margin there a number C000571320.

It is in AGREEMENT with the original copy that is in leaf 3753 of the Notarial Registry No 137 of this Capital
Federal, authorized by Ricardo MIHURA SEEBER for THE COROPORATION. As NOTARY PUBLIC of
this Registry I issue the present FIRST COPY in 2 (TWO) photocopy/ies and the present sheet that I seal and
sign in Buenos Aires on the TWENTY THIRD day of the month of OCTOBER 1996. There appears an illegible
signature and Seal.

There appears an illegible signature and a seal that reads BERNARDO MIHURA de
ESTRADA, NOTARY PUBLIC, REGISTER 4669.

GENERAL INSPECTION OF JUSTICE. Official Proceeding Number 00081 222217. CHANGE
OF REGISTERED OFFICE. NUMBER: 1559393. CORPORATION. Firm Name ULTRAPETROL, (before)
Inscribed in this Registry under number 10697 of book 119, section A- of JOINT STOCK COMPANIES
and/or private instruments. Deed/s 569. To count: *0. Buenos Aires, 10/29/96. There is an illegible signature and
seal. Copy/ies certified under notarial seal No T 003108096. There follow an illegible signature and a seal that
reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER 4669.

CERTIFICATION OF REPRODUCTIONS. LAW 404. Notary Public Association. Capital Federal.
Argentine Republic. On the right margin there is a number T 003108096. Buenos Aires, September 16th 2004.
As Notary Public HOLDER OF THE NOTARIAL REGISTRY 137 CERTIFIES that the enclosed
reproduction, issued in 04 (four) folio/s, that I sign and seal, is a TRUE COPY of
TRADUCCION PUBLICA.

its original, I have before me, I testify. There is an illegible signature and a
seal that reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER 4669.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly admitted and sworn, do
hereby certify the foregoing to be a true and accurate translation into English of the document in Spanish I have
before me, and hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of November, 2004.

-ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original redactado en espanol que
he tenido a la vista y al cual me remito. EN FE DE LO CUAL estampo mi firma y sello en la Ciudad de Buenos
Aires, a los 16 dias del mes de noviembre de 2004.
                                               EXHIBIT 3.27

                                 Commonwealth of The Bahamas IBC 01

                                The International Business Companies Act

                                              (No. 45 of 2000)

                                Certificate of Incorporation (SECTION 16)

No. 132727 B

                                   UP OFFSHORE (HOLDINGS) LTD.

I, JACINDA P. BUTLER, Assistant Registrar General, the Commonwealth of The Bahamas do hereby certify
pursuant to the International Business Companies Act 2000, (No. 45 of 2000) that all the requirements of the
said Act in respect of incorporation have been satisfied, and that

                                   UP OFFSHORE (HOLDINGS) LTD.

is incorporated in the Commonwealth of The Bahamas as an International Business Company this 12TH day of
AUGUST, 2004

Given under my hand and seal At Nassau in the Commonwealth of The Bahamas

                                      /s/ J. P. BUTLER
                                      ------------------------------
                                      ASSISTANT REGISTRAR GENERAL
        COMMONWEALTH OF THE BAHAMAS
              NEW PROVIDENCE

             COMPANY UNDER THE
   INTERNATIONAL BUSINESS COMPANIES ACT 2000

           File No. _______________________

           Reg. No. _______________________

                  MEMORANDUM

                        AND

             ARTICLES OF ASSOCIATION

                         OF

           UP OFFSHORE (HOLDINGS) LTD.

INCORPORATED THE TWELFTH DAY OF AUGUST, A.D. 2004.
                                   CERTIFICATE OF COMPLIANCE

                              PURSUANT TO SECTION 15 (7)
                                          OF
                    THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000
                                   (NO. 45 OF 2000)

We, H & J CORPORATE SERVICES LTD., acting as Registered Agent of UP OFFSHORE (HOLDINGS)
LTD. (the "Company") hereby certify that the requirements of the International Business Companies Act, 2000
(No.45 of 2000), in respect of the registration of the Company have been complied with.

                       DATED THIS TWELFTH DAY OF AUGUST, A.D., 2004.

                                   /s/ [ILLEGIBLE]
                                   ---------------------------------
                                   FOR H & J CORPORATE SERVICES LTD.
                                           REGISTERED AGENT




                                 H & J CORPORATE SERVICES LTD.
                                         SHIRLAW HOUSE
                                        87 SHIRLEY STREET
                                        NASSAU, BAHAMAS
                                 COMMONWEALTH OF THE BAHAMAS

                      THE INTERNATIONAL BUSINESS COMPANIES ACT 2000

                                   MEMORANDUM OF ASSOCIATION

                                                        OF

                                    UP OFFSHORE (HOLDINGS) LTD.

1. The name of the Company is UP OFFSHORE (HOLDINGS) LTD.

                                            REGISTERED OFFICE

2. The Registered Office of the Company will be at Shirlaw House, 87 Shirley Street, Nassau, New Providence,
The Bahamas, the postal address of which is P.O. Box SS-19084, Nassau, New Providence, Bahamas.

                                            REGISTERED AGENT

3. The Registered Agent of the Company will be H & J Corporate Services Ltd., Shirlaw House, 87 Shirley
Street, Nassau, New Providence, The Bahamas, the postal address of which is P.O. Box SS-19084, Nassau,
New Providence, Bahamas.

                                          OBJECTS AND POWERS

4. (1) The objects for which the Company is established are to engage in any act or activity that is not prohibited
under any law for the time being in force in The Bahamas.

(2) The Company shall have all such powers as are permitted by any law for the time being in force in The
Bahamas, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive
to the conduct, promotion or attainment of the objects or purposes of the Company.

(3) The directors may by resolution of directors exercise all the powers of the Company to borrow money and to
mortgage or charge its undertakings and property or any part thereof to issue debentures, debenture stock and
other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or
of any third party.

(4) Any mortgage or charge of the undertaking and property of the Company shall for the purposes of Section 80
of the Act be regarded as in the usual or regular course of the business carried on by the Company.

                                                  CURRENCY

5. Shares in the Company shall be issued in the currency of United States Dollars.

                                           AUTHORISED CAPITAL

6. The authorised capital of the Company is US$5,000.00.
                                                          -2-

                           CLASSES, NUMBER AND PAR VALUE OF SHARES

7. The authorised capital is made up of one class of shares divided into 5,000 shares of US$1.00 each par value
with one vote for each share.

                                    SHARE RIGHTS AND LIMITATIONS

8. The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series
of shares that the Company is authorised to issue shall be fixed by resolution of directors but the directors shall
not allocate different rights as to voting, dividends, redemption or distributions on liquidation between the shares
of the Company unless the Memorandum of Association shall have been amended to create separate classes of
shares and shares of each separate class and series shall have identical rights as to voting, dividends, redemption
and distributions.

                                       VARIATION OF CLASS RIGHTS

9. If at any time the authorised capital is divided into different classes or series of shares, the rights attached to
any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may,
whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less
than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of
the issued shares of any other class or series of shares which may be affected by such variation.

10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking pari passu therewith.

                                             REGISTERED SHARES

11. Shares may be issued only as registered shares.

                                           LIABILITY OF MEMBERS

12. The liability of members is limited to the amount, if any, unpaid on the shares respectively held by them.

             AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

13. The Company may amend its Memorandum of Association and Articles of Association by a resolution of
members or by a resolution of the directors.

                                                   DEFINITIONS

14. The meanings of words in this Memorandum of Association are as defined in the Articles of Association of
the Company.
                                                       -3-

We, the subscribers whose names are subscribed are desirous of incorporating an International Business
Company under the laws of The Bahamas in pursuance of this Memorandum of Association.

                      AS WITNESS our hands this 12th day of August, A.D. 2004.

                  Subscriber                                          Subscriber
                  LEX LTD.                                            LEGIS LTD.

           By: /s/ [ILLEGIBLE]                                   By: /s/ [ILLEGIBLE]
               ---------------------------                           ---------------------------
               Its Authorised Signatory                              Its Authorised Signatory

           WITNESS to the above signatures:

                                                                      /s/ Gwyneth V. Saunders
                                                                      ---------------------------
                                                                      Gwyneth V. Saunders
                                                                      P.O. Box SS-19084
                                                                      Nassau, Bahamas




                               COMMONWEALTH OF THE BAHAMAS

                               REGISTRAR GENERAL'S DEPARTMENT

                                   I certify the foregoing to be a true copy of
                                               the original document.

                                /s/ [ILLEGIBLE]
                                ----------------------------------------
                                Registrar General
                                AUG 12 2004
               COMMONWEALTH OF THE BAHAMAS

         THE INTERNATIONAL BUSINESS COMPANIES ACT 2000

                      ARTICLES OF ASSOCIATION

                                     OF

                  UP OFFSHORE (HOLDINGS) LTD.

                           TABLE OF CONTENTS

ARTICLE        DESCRIPTION                                   PAGE
-------        -----------                                   ----
-              Table of Contents

1-6            Definitions                                   2-3

7              Private Company                               3

8-10           Registered Shares                             3-4

11-21          Shares, Authorised Capital and Capital        4-5

22-24          Lien on Shares                                5

25-29          Transfer of Shares                            6

30-34          Transmission of Shares                        6-7

35-40          Reduction Or Increase in Authorised Capital   7

41-61          Members: Meetings and Consents                7-10

62-69          Directors                                     10

70-75          Powers of Directors                           10-11

76-88          Proceedings of Directors                      11-12

89-92          Officers                                      12-13

93-94          Conflict of Interests                         13

95-97          Indemnification                               13

98             Seal                                          13-14

99-108         Dividends                                     14

109-112        Accounts                                      14-15

113-120        Auditors                                      15

121            Notices                                       15

122            Pension and Superannuation Funds              16

123-124        Arbitration                                   16

125            Voluntary Winding-Up and Dissolution          16

126            Continuation                                  16
                                                         -2-

                                                  DEFINITIONS

1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first
column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

          WORDS                   MEANING

          Act                   The International Business Companies Act 2000 including any
                                modification, extension, re-enactment or renewal thereof and
                                any regulations made thereunder.

          Articles              These Articles of Association as they may from time to time be
                                amended.

          capital               The sum of the aggregate par value of all outstanding shares
                                with par value of the Company and shares with par value held
                                by the Company as treasury shares plus

                                (a)    the aggregate of the amounts designated as capital of
                                       all outstanding shares without par value of the Company
                                       and shares without par value held by the Company as
                                       treasury shares, and

                                (b)    the amounts as are from time to time transferred from
                                       surplus to capital by a resolution of directors.

          member                A person who holds shares in the Company.

          Memorandum            The Memorandum of Association of the Company as it may from
                                time to time be amended.

          person                An individual, a corporation, a trust, the estate of a
                                deceased individual, a partnership or an unincorporated
                                association of persons.

          resolution            (a)    A resolution approved at a duly constituted meeting of
          of directors                 directors or of a Committee of directors of the Company
                                       by the affirmative vote of a simple majority of the
                                       directors present who voted and did not abstain; or

                                (b)    a resolution consented to in writing by a simple
                                       majority of all directors or of all members of the
                                       Committee of directors, as the case may be;

                                except where a director is given more than one vote, he shall
                                be counted by the number of votes he casts for the purpose of
                                establishing a majority.

          resolution            (a)    A resolution approved at a duly constituted meeting of
          of members                   the members of the Company by the affirmative vote of

                                       (i)    a simple majority of the votes of the members
                                              present and entitled to vote thereon and who voted
                                              and did not abstain; or

                                       (ii)   a simple majority of the votes of the members of
                                              each class or series of shares present and
                                              entitled to vote thereon as a class or series and
                                              who voted and did not abstain and of a simple
                                              majority of the votes of the remaining members
                                              present and entitled to vote
                                                             -3-

                                                   thereon and who voted and did not abstain; or




(b) a resolution consented to in writing by

(i) a simple majority of the votes of the members

                                                entitled to vote thereon, or

                                        (ii)    a simple majority of the votes of the shareholders
                                                entitled to vote thereon as a class and of a
                                                simple majority of the votes of the remaining
                                                members entitled to vote thereon;

          Seal                   Any seal which has been duly adopted as the Common Seal of the
                                 Company.

          securities             Shares and debt obligations of every kind, and options,
                                 warrants and rights to acquire shares, or debt obligations.

          surplus                The excess, if any, at the time of the determination of the
                                 total assets of the Company over the sum of its total
                                 liabilities, as shown in its books of account, plus its issued
                                 and outstanding share capital.

          treasury shares        Shares in the Company that were previously issued but were
                                 repurchased, redeemed or otherwise acquired by the Company and
                                 not cancelled.




2. "Written" or any term of like import includes words typewritten, printed, painted, engraved, lithographed,
photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex,
telefax, telegram, cable or other form of writing produced by electronic communication.

3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.

4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it
shall equally, where the context admits, include the others.

5. The realisable value in relation to the assets of the Company shall mean such value as the directors may decide
upon as the value of the assets, which value in the absence of fraud shall be conclusive unless a question of law is
involved.

6. A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares
in the Company shall be issued according to the provisions of the Memorandum.

                                               PRIVATE COMPANY

7. The Company is registered as a private company, and accordingly:

(a) the right to transfer shares is restricted in the manner provided in these Articles;

(b) the number of the members of the Company is limited to fifty. Provided that where two or more persons hold
one or more shares in the Company jointly they shall for the purposes of this Article be treated as a single
member; and

(c) any invitation to the public to subscribe for any shares, debentures or other securities of the Company is
prohibited.
                                                             -4-

                                               REGISTERED SHARES

8. Subject to such conditions as the Directors may reasonably determine for the issue of Certificates every
member holding registered shares in the Company shall be issued a certificate which shall be signed by a director
or officer of the Company and under the Seal specifying the share or shares held by him and the signature of the
director or officer and the Seal may be stamped thereon.

9. Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its
directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or
fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for
registered shares be worn out or defaced, the directors may upon surrender thereof for cancellation issue a new
one in its stead and if it be lost or destroyed, the directors may upon the loss or destruction being established to
their satisfaction and upon such indemnity being given to the Company as it by resolution of directors may
determine issue a new one in its stead.

10. If several persons are registered as holders of any shares, any one of such persons may give an effectual
receipt for any dividend payable in respect of such shares.

                              SHARES, AUTHORISED CAPITAL AND CAPITAL

11. Subject to the provisions of these Articles and to any resolution of members the unissued shares of the
Company shall be at the disposal of the directors who may without prejudice to any rights previously conferred
on the holders of any existing shares or class or series of shares offer, allot, grant options over or otherwise
dispose of shares to such persons, at such times and upon such terms and conditions as the Company may by
resolution of directors determine.

12. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real
property, a promissory note or other binding obligation to contribute money or property or any combination of
the foregoing as shall be determined by a resolution of directors.

13. Shares in the Company may be issued for such amount of consideration as the Company may from time to
time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be
less than the par value, and in the absence of fraud the decision of the directors as to the value of the
consideration received by the Company in respect of the issue is conclusive unless a question of law is involved.
The consideration in respect of the shares with par value constitutes capital to the extent of the par value and the
excess constitutes surplus.

14. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or
other security in the Company, shall be treated for all purposes as having been issued for money equal to the
consideration received or deemed to have been received by the Company in respect of the other share, debt
obligation or security.

15. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise
inconsistent with these Articles) as the Company may by resolution of directors determine.

16. The Company may issue fractions of a share and a fractional share shall have the same corresponding
fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a
whole share of the same class or series of shares.

17. Upon the issue by the Company of a share without par value, if an amount

                                                              is
                                                         -5-

stated in the Memorandum to be authorised capital represented by such shares then each share shall be issued for
no less than the appropriate proportion of such amount which shall constitute capital, otherwise the consideration
in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes
surplus, except that the directors shall designate as capital an amount of the consideration that is at least equal to
the amount that the share is entitled to as, a preference if any, in the assets of the Company upon liquidation of the
Company.

18. The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase,
redemption or other acquisition shall be made unless the directors determine that immediately after the purchase,
redemption or other acquisition the Company will be able to satisfy its liabilities as they become due in the
ordinary course of its business and the realisable value of the assets of the Company will not be less than the sum
of its total liabilities, other than deferred taxes, as shown in the books of account.

19. A determination by the directors under the preceding Article is not required where shares are purchased,
redeemed or otherwise acquired

(a) pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or
other property of the Company;

(b) in exchange for newly issued shares in the Company;

(c) by virtue of the provisions of Section 81 of the Act; and

(d) pursuant to an order of the court.

20. Shares that the Company purchases, redeems or otherwise acquires pursuant to Article 18 may be cancelled
or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital
pursuant to Section 34 of the Act in which case they shall be cancelled.

21. Where shares in the Company are held by the Company as treasury shares or are held by another company
of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election
of directors of the other company, the members of the Company shall not be entitled to vote in respect of such
shares or to have dividends paid thereon and such shares shall not be treated as outstanding for any purpose
except for purposes of determining the capital of the Company.

                                               LIEN ON SHARES

22. The Company shall have a first and paramount lien on every share issued for a promissory note or for any
other binding obligation to contribute money or property or any combination thereof to the Company, and the
Company shall also have a first and paramount lien on every share standing registered in the name of a member,
whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his
estate to the Company, whether the same shall have been incurred before or after notice to the Company of any
interest of any person other than such member, and whether the time for the payment or discharge of the same
shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member
or his estate and any other person, whether a member of the Company or not. The Company's lien on a share
shall extend to all dividends payable thereon. The directors may at any time either generally, or in any particular
case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this
Article.

23. In the absence of express provisions regarding sale in the promissory note or other binding obligation to
contribute money or property, the Company may sell,
                                                          -6-

in such manner as it may by resolution of directors determine, any share on which the Company has a lien, but no
sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration
of twenty one days after a notice in writing, stating and demanding payment of the sum presently payable and
giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of
the share.

24. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or
towards payment or discharge of the binding obligation in respect of which the lien exists so far as the same is
presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as
existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For
giving effect to any such sale the directors may authorise some person to transfer the share sold to the purchaser
thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the
application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

                                            TRANSFER OF SHARES

25. All transfers of shares may be effected by transfer in writing in the usual common form, or in such other form
as the Directors may accept, and may be under hand only.

26. The instrument of transfer of a share shall be signed by or on behalf of the transferor and transferee, and the
transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the
Register of Members in respect thereof.

27. The Directors may in their absolute discretion and without assigning any reason therefor decline to register
any transfer of shares (whether fully paid or not) to a person of whom they shall not approve, and they may also
decline to register any transfer of shares on which the Company has a lien. If the Directors refuse to register a
transfer they shall within two months after the date on which the transfer was lodged with the Company send to
the transferee notice of the refusal.

28. The Directors may decline to recognise any instrument of transfer, unless:-

(a) The instrument of transfer is deposited at the office or such other place as the Directors may appoint
accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is
executed by some other person on his behalf, the authority of that person so to do); and

(b) The instrument of transfer is in respect of only one class of shares.

All instruments of transfer which are registered may be retained by the Company.

29. Notwithstanding anything to the contrary contained in these presents the Directors may upon the written
request of the transferor register a transfer of shares without an instrument of transfer being produced to them or
lodged with the Company whether or not an instrument of transfer has been executed.

                                         TRANSMISSION OF SHARES

30. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee
of a bankrupt member shall be the only person recognised by the Company as having any title to his share but
they shall not be entitled to exercise any rights as a member of the Company until they
                                                         -7-

have proceeded as set forth in the next following 3 Articles.

31. The production to the Company of any document which is evidence of probate of the will, or letters of
administration of the estate, or confirmation as personal representative of a deceased member or of the
appointment of a guardian of an incompetent member or the trustee of a bankrupt member shall be accepted by
the Company even if the deceased, incompetent or bankrupt member is domiciled outside The Bahamas if the
document evidencing the grant of probate or letters of administration, confirmation as personal representative,
appointment as guardian or trustee in bankruptcy is issued by a foreign court which had competent jurisdiction in
the matter. For the purpose of establishing whether or not a foreign court had competent jurisdiction in such a
matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given
by the executor, administrator, guardian or trustee in bankruptcy.

32. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the
death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being
produced as may reasonably be required by the directors. An application by any such person to be registered as
a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt
member and the directors shall treat it as such.

33. Any person who has become entitled to a share or shares in consequence of the death, incompetence or
bankruptcy of any member may, instead of being registered himself, request in writing that some person to be
named by him be registered as the transferee of such share or shares and such request shall likewise be treated as
if it were a transfer.

34. What amounts to incompetence on the part of a person is a matter to be determined by the court having
regard to all the relevant evidence and the circumstances of the case.

                       REDUCTION OR INCREASE IN AUTHORISED CAPITAL

35. The Company may amend the Memorandum to increase or reduce its authorised capital and in connection
therewith the Company may in respect of any unissued shares, increase or reduce the number of such shares,
increase or reduce the par value of any such shares or effect any combination of the foregoing.

36. The Company may amend the Memorandum to

(a) divide the shares, including issued shares, of a class or series into a larger number of shares of the same class
or series; or

(b) combine the shares, including issued shares, of a class or series into a smaller number of shares of the same
class or series;

Provided, however, that where shares are divided or combined under (a) or
(b) of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the
original shares.

37. The capital may by a resolution of directors be increased by transferring an amount out of the surplus of the
Company to capital.

38. Subject to the provisions of the 2 next succeeding Articles the capital may by resolution of directors be
reduced by:

(a) returning to members any amount received by the Company upon the issue of any of its shares, the amount
being surplus to the requirements of the Company,
                                                          -8-

(b) cancelling any capital that is lost or not represented by assets having a realisable value or

(c) transferring capital to surplus for the purpose of purchasing, redeeming or otherwise acquiring shares that the
directors have resolved to purchase, redeem or otherwise acquire.

39. No reduction of capital shall be effected that reduces the capital to an amount that immediately after the
reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value
held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding
shares without par value and all shares without par value held by the Company as treasury shares that are entitled
to a preference, if any, in the assets of the Company upon liquidation of the Company.

40. No reduction of capital shall be effected unless the directors determine that immediately after the reduction
the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that
the realisable value of the assets of the Company will not be less than its total liabilities, other than deferred taxes,
as shown in the books of the Company and its remaining issued and outstanding share capital.

                               MEETINGS AND CONSENTS OF MEMBERS

41. The directors of the Company may convene meetings of the members of the Company at such times and in
such manner and places within or outside The Bahamas as the directors consider necessary or desirable.

42. Upon the written request of members holding 10 percent or more of the outstanding voting shares in the
Company the directors shall convene a meeting of members.

43. The directors shall give not less than 7 days notice of meetings of members to those persons whose names on
the date of the notice is given appear as members in the Share Register and are entitled to vote at the meeting.

44. The directors may fix the date notice is given of a meeting of members as the record date for determining
those shares that are entitled to vote at the meeting.

45. A meeting of members may be held in contravention of the requirement to give notice if members holding not
less than 90 percent of;

(a) the total number of shares of the members entitled to vote on all matters to be considered at the meeting, or

(b) the votes of each class or series of shares where members are entitled to vote thereon as a class or series
together with an absolute majority of the remaining votes,

have waived notice of the meeting; and for this purpose presence at the meeting shall be deemed to constitute
waiver.

46. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has
not received notice, shall not invalidate the meeting.

47. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of
the member including otherwise than on a poll and that proxy need not to be a member.

48. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time
for holding the meeting at which the person named in such instrument proposes to vote.
                                                        -9-

49. An instrument appointing a proxy shall be in substantially the following form or such other form as the
Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. Only
members who are individuals may appoint proxies.

(NAME OF COMPANY)
I/We being a member of the above Company With shares HEREBY APPOINT of or failing him of
to be my/our proxy to vote for me/us at the meeting of members to be held on the day of and at any adjournment
thereof. (Any restrictions on voting to be inserted here.)

Signed this day of


                                                     Member

50. The following shall apply in respect of co-ownership of shares:

(a) if 2 or more persons hold shares together each of them may be present in person or by proxy at a meeting of
members and may speak as a member;

(b) if only one of them is present in person or by proxy he may vote on behalf of all of them, and

(c) if 2 or more are present in person or by proxy they must vote as one.

51. A member shall be deemed to be present at a meeting of members if he participates by telephone or other
electronic means and all members participating in the meeting are able to hear each other and recognise each
other's voice and for this purpose participation shall constitute prima facie proof of recognition.

52. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person
or by proxy members representing not less than 50 percent of the votes of the shares or class or series of shares
entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present,
notwithstanding the fact that such quorum may be represented by only one person then such person may resolve
any matter and a certificate signed by such person accompanied where such person be a proxy by the proxy
form or a copy thereof shall constitute a valid resolution of members.

53. If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened
upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business
day at the same time and place and if at the adjourned meeting there are present within one hour from the time
appointed for the meeting in person or by proxy members representing not less than one third of the votes of the
shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those
present shall constitute a quorum but otherwise the meeting shall be dissolved.

54. At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the
meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not
present at the meeting, the members present shall choose some one of their number to be the chairman. If the
members are unable to choose a chairman for any reason, then the person representing the greatest number of
voting shares present in person or appointed under an instrument of proxy in prescribed form at the meeting shall
                                                        -10-

preside as chairman failing which the oldest individual member or representative of a member present shall take
the chair.

55. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to
place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.

56. At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall
consider appropriate whether any resolution has been carried or not and the result of his decision shall be
announced to the meeting and recorded in the minutes thereof. If the chairman shall have any doubt as to the
outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution,
but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the
announcement by the chairman of the result of any vote may immediately following such announcement demand
that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting,
the result thereof shall be duly recorded in the minutes of that meeting by the chairman.

57. Any person other than an individual shall be regarded as one member and subject to the specific provisions
hereinafter contained for the appointment of representatives of such persons the right of any individual to speak
for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by
which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek
legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule,
the directors may rely and act upon such advice without incurring any liability to any member.

58. Any person other than an individual which is a member of the Company may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its representative at any meeting of the
Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise
the same powers on behalf of the person which he represents as that person could exercise if it were an individual
member of the Company.

59. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an
individual may call for a copy of such proxy or authority authenticated by the certificate of a Notary which shall
be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person
shall be disregarded.

60. Directors of the Company may attend and speak at any meeting of members of the Company and at any
separate meeting of the holders of any class or series of shares in the Company.

61. An action that may be taken by the members at a meeting may also be taken by a resolution of members
consented to in writing without the need for any notice, but if any resolution of members is adopted otherwise
than by the unanimous written consent of all members, a copy of such resolution shall forthwith be sent to all
members who shall not have had the opportunity of consenting or objecting to such resolution.

                                                  DIRECTORS

62. The first directors of the Company shall be elected by the subscribers to the memorandum; and thereafter,
the directors shall be elected by the members or the directors for such term as the members or the directors, as
the case may be, determine.

63. The minimum number of directors shall be one and the maximum number shall

                                                       be 7.
                                                         -11-

64. Each director shall hold office for the term, if any, fixed by resolution of members or by resolution of
directors, as the case may be, or until his earlier death, resignation or removal, or in the case of a company upon
the making of an order for the winding up or dissolution of the company or upon the removal of a defunct
company by the Registrar otherwise than pursuant to a winding up order.

65. A director may be removed from office, with or without cause, by a resolution of members.

66. A director may resign his office by giving written notice of his resignation to the Company and the resignation
shall have effect from the date the notice is received by the Company or from such later date as may be specified
in the notice.

67. A vacancy in the Board of Directors may be filled by a resolution of members or by a resolution of a majority
of the remaining directors.

68. The directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be
rendered in any capacity to the Company.

69. A director shall not require a share qualification, and may be an individual or a company.

                                          POWERS OF DIRECTORS

70. The business and affairs of the Company shall be managed by the directors who may pay all expenses
incurred preliminary to and in connection with the formation and registration of the Company and may exercise all
such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be
exercised by the members of the Company, subject to any delegation of such powers as may be authorised by
these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement
made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement
invalidate any prior act of the directors which would have been valid if such requirement had not been made.

71. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to
be an officer or agent of the Company and the directors may remove any such person so appointed.

72. Every officer or agent of the Company has such powers and authority of the directors, including the power
and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the
officer or agent but the directors may revoke or vary such powers. No officer or agent has any power or
authority with respect to matters requiring a resolution under this Article or under Articles 69, 72 and 76.

73. Any director which is a body corporate may appoint in writing any person its duly authorised representative
for the purpose of representing it at meetings of the Board of Directors and the person so appointed shall be
entitled to exercise the same powers on behalf of such body corporate as the body corporate could exercise if it
were an individual director.

74. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is
reduced to their knowledge below the number fixed by or pursuant to these Articles as the necessary quorum for
a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to
fill any vacancy that has arisen or summoning a meeting of members.

75. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for
moneys paid to the Company, shall be signed,
                                                         -12-

drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time
be determined by resolution of directors.

                                      PROCEEDINGS OF DIRECTORS

76. The directors or any Committee thereof may meet at such times and in such manner and places within or
outside The Bahamas as the directors may determine to be necessary or desirable.

77. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other
electronic means and all directors participating in the meeting are able to hear each other and recognise each
other's voice and for this purpose participation shall constitute prima facie proof of recognition.

78. A director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held
without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the
meeting who do not attend, waive notice of the meeting and for this purpose, the presence of a director at a
meeting shall constitute waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the
fact that a director has not received the notice, shall not invalidate the meeting.

79. A director may by a written instrument appoint an alternate who need not be a director and who shall be
entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of
the director.

80. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are
present in person or by alternate not less than one half of the total number of directors, unless there are only 2
directors in which case the quorum shall be 2. Where any director is participating in a meeting in accordance with
the provisions of Article 77 he shall be counted for the purpose of determining whether the meeting is duly
constituted.

81. If the Company shall have only one director the provisions herein contained for meetings of the directors and
shall not apply but such sole director shall have full power to represent and act for the Company in all matters as
are not by the Act or the Memorandum or these Articles required to be exercised by the members of the
Company in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters
requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such
resolution for all purposes.

82. At every meeting of the directors the Chairman of the Board of Directors shall preside as chairman of the
meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not
present at the meeting the Deputy Chairman of the Board of Directors shall preside. If there is no Deputy
Chairman of the Board of Directors or if the Deputy Chairman of the Board of Directors is not present at the
meeting the directors present shall choose some one of their number to be chairman of the meeting.

83. An action that may be taken by the directors or a Committee of directors at a meeting may also be taken by
a resolution of directors or of a Committee of directors consented to in writing without the need for any notice
and a resolution of directors consented to in writing as aforesaid may consist of several documents in like form
(though they may differ by the means by which they are communicated). If any resolution of directors is adopted
otherwise than by the unanimous written consent of all directors a copy of such resolution shall forthwith be sent
to any director who shall not have had the opportunity of consenting or objecting to such resolution.

84. The directors shall cause the following corporate records to be kept:
                                                         -13-

(a) minutes of all meetings of directors, members, committees of directors, committees of officers and committees
of members;

(b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers
and committees of members; and

(c) such other accounts and records as the directors by resolution of directors consider necessary or desirable in
order to reflect the financial position of the Company.

85. The books, statutory registers, records and minutes shall be kept at the registered office of the Company.

86. The directors may, by resolution of directors, designate one or more Committees, each consisting of one or
more directors.

87. Each Committee of directors has such powers and authorities of the directors, including the power and
authority to affix the Seal, as are set forth in the resolution of directors establishing the Committee, except that no
Committee has any power or authority to amend the Memorandum or these Articles, to appoint directors or fix
their emoluments, or to appoint officers or agents of the Company.

88. The meetings and proceedings of each Committee of directors consisting of 2 or more directors shall be
governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the
same are not superseded by any provisions in the resolution establishing the Committee.

                                                     OFFICERS

89. The Company may by resolution of directors appoint officers of the Company at such time as shall be
considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Deputy
Chairman of the Board of Directors, a President and one or more Vice Presidents, Secretaries and Treasurers
and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the
same person.

90. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any
modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members,
but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of
Directors to preside at meetings of directors and members, the Deputy Chairman to act in the absence of the
Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of
seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the
President, the Secretaries to maintain the Share Register, minute books and records (other than financial records)
of the Company and to ensure compliance with all procedural requirements imposed on the Company by
applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

91. The emoluments of all officers shall be fixed by resolution of directors.

92. The officers of the Company shall hold office until their successors are duly elected, but any officer elected or
appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any
vacancy occurring in any office of the Company may be filled by resolution of directors.

                                          CONFLICT OF INTERESTS

93. No agreement or transaction between the Company and one or more of its directors or any person in which
any director has a financial interest or to whom any director is related, including as a director of that other person,
is void or
                                                         -14-

voidable for this reason only or by reason only that the director is present at the meeting of directors or at the
meeting of the Committee of directors that approves the agreement or transaction or that the vote or consent of
the director is counted for that purpose if the material facts of the interest of each director in the agreement or
transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in
good faith or are known by the members entitled to vote at a meeting of members and the agreement or
transaction is approved or ratified by a resolution of members.

94. A director who has an interest in any particular business to be considered at a meeting of directors or
members may be counted for purposes of determining whether the meeting is duly constituted.

                                              INDEMNIFICATION

95. Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including
legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection
with legal or administrative proceedings any person who

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings,
whether civil or administrative, by reason of the fact that the person is or was a director, an officer or a liquidator
of the Company; or

(b) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other
capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

96. The Company may only indemnify a person if the person acted honestly and in good faith with a view to the
best interests of the Company.

97. The Company may purchase and maintain insurance in relation to any person who is or was a director, an
officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an
officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint
venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in
that capacity, whether or not the Company has or would have had the power to indemnify the person against the
liability as provided in these Articles.

                                                        SEAL

98. The Company may have more than one Seal and references herein to the Seal shall be references to every
Seal which shall have been duly adopted by resolution of directors. The directors shall provide for the safe
custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly
provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature
of a director or an officer or any other person so authorised from time to time by resolution of directors. Such
authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number
of sealings. The directors may provide for a stamp of the Seal and of the signature of any director, officer or
authorised person which may be reproduced by printing or other means on any instrument and it shall have the
same force and validity as if the Seal had been affixed to such instrument and the same had been signed as
hereinbefore described.

                                                    DIVIDENDS

99. The Company may by a resolution of directors declare and pay dividends in money, shares, or other
property. In the event that dividends are paid in specie
                                                         -15-

the directors shall have responsibility for establishing and recording in the resolution of directors authorising the
dividends, a fair and proper value for the assets to be so distributed.

100. The directors may from time to time pay to the members such interim dividends as appear to the directors to
be justified by the profits of the Company.

101. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as
they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as
they may select.

102. No dividend shall be declared and paid unless the directors determine that immediately after the payment of
the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its
business and the realisable value of the assets of the Company will not be less than the sum of its total liabilities,
other than deferred taxes, as shown in its books of account, and its issued and outstanding share capital.

103. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter
mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of
directors for the benefit of the Company.

104. No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares or
shares held by another company of which the Company holds directly or indirectly, shares having more than 50
percent of the vote in electing directors.

105. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for
money equal to the surplus that is transferred to capital upon the issue of the share.

106. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate
par value of the shares shall be transferred from surplus to capital at the time of the distribution.

107. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the
directors shall be transferred from surplus to capital at the time of the distribution, except that the directors shall
designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if
any, in the assets of the Company upon liquidation of the Company.

108. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares
of the same class or series having a proportionately smaller par value shall not constitute a dividend of shares.

                                                    ACCOUNTS

109. The books of account, as shall be deemed necessary or desirable by the directors to reflect the financial
position of the Company shall be kept at the registered office of the Company.

110. The directors shall if required by resolution of members cause to be made out and shall serve on the
members or lay before a meeting of members at some date not later than three months after the date of the said
resolution a profit and loss account for the financial period stipulated in the said resolution and a balance sheet as
at the date to which the profit and loss account is made up. The Company's profit and loss account and balance
sheet shall be drawn up so as to give respectively a true and fair view of the profit or loss of the Company for that
financial period, and a true and fair view of the state of affairs of the Company as at the end of that financial
period.
                                                         -16-

111. A copy of such profit and loss account and balance sheet shall where it is not intended to be laid before a
meeting of the members be served on every member in the manner prescribed herein for notices calling a meeting
of members.

112. The Company may by a resolution of directors include in the computation of surplus for any purpose the
unrealised appreciation of the assets of the Company, and, in the absence of fraud, the decision of the directors
as to the value of the assets is conclusive, unless a question of law is involved.

                                                    AUDITORS

113. The Company may by resolution of members call for the accounts to be examined by auditors.

114. The first auditors shall be appointed by resolution of directors; subsequent auditors shall be appointed by a
resolution of members.

115. The auditors may be members of the Company but no director or other officer shall be eligible to be an
auditor of the Company during his continuance in office.

116. The remuneration of the auditors of the Company, in the case of auditors appointed by the directors, may
be fixed by resolution of directors but subject thereto shall be fixed by resolution of members or in such manner
as the Company may by resolution of members determine.

117. The auditors shall examine each profit and loss account and balance sheet required to be served on every
member of the Company or laid before a meeting of the members of the Company and shall state in a written
report whether or not

(a) In their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit
and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that
period;

(b) all the information and explanations required by the auditors have been obtained.

118. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at
which the accounts are laid before the Company or shall be served on the members.

119. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers
of the Company, and shall be entitled to require from the directors and officers of the Company such information
and explanations as he thinks necessary for the performance of the duties of the auditors.

120. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of members
of the Company at which the Company's profit and loss account and balance sheet are to be presented.

                                                     NOTICES

121. Any notice, information or written statement to be given by the Company to members shall be served by
personal service or by mail addressed to each member at the address shown in the Share Register or if the Share
Register does not contain an address for the member, then to the last known address for such member.
                                                         -17-

                               PENSION AND SUPERANNUATION FUNDS

122. The directors may establish and maintain or procure the establishment and maintenance of any non-
contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of
donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the
employment or service of the Company or any company which is a subsidiary of the Company or is allied to or
associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of
the Company or of any such other company as aforesaid or who hold or held any salaried employment or office
in the Company or such other company, or any persons in whose welfare the Company or any such other
company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of
any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and
may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid.
Subject always to the proposal being approved by resolution of members, a director holding any such
employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity,
pension allowance or emolument.

                                                 ARBITRATION

123. Whenever any difference arises between the Company on the one hand and any of the members or their
executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence
or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in
pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these
Articles, or to any Act affecting the Company or to any of the affairs of the Company such difference shall, unless
the parties agree to refer the same to a single arbitrator, be referred to 2 arbitrators one to be chosen by each of
the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

124. If either party to the reference makes default in appointing an arbitrator either originally or by way of
substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days
after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in
the place of the arbitrator of the defaulting party.

                            VOLUNTARY WINDING UP AND DISSOLUTION

125. The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the
Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of
directors.

                                                CONTINUATION

126. The Company may by resolution of members or by a resolution passed unanimously by all directors of the
Company continue as a company incorporated under the laws of a jurisdiction outside The Bahamas in the
manner provided under those laws.
                                         -18-

                          SIGNATURE OF
      THE 2 SUBSCRIBERS OF THE MEMORANDUM OF ASSOCIATION

      Subscriber                                Subscriber
      LEX LTD.                                  LEGIS LTD.

By:   /s/ [ILLEGIBLE]                           By:   /s/ [ILLEGIBLE]
      --------------------                            ------------------------
      Its Authorised Signatory                        Its Authorised Signatory

      WITNESS to the above Signatures:

                                                /s/ Gwyneth V. Saunders
                                                -------------------------------------
                                                Gwyneth V. Saunders
                                                P.O. Box SS-19084
                                                Nassau, Bahamas




                   COMMONWEALTH OF THE BAHAMAS

                   REGISTRAR GENERAL'S DEPARTMENT

                    I certify the foregoing to be a true copy of the
                                   original document.

                   /s/ [ILLEGIBLE]
                   -----------------------------------------
                   Registrar General
                   AUG 12 2004
                                                  EXHIBIT 4.2
                                                EXECUTION COPY

                                                     $180,000,000

                                          Ultrapetrol (Bahamas) Limited

                              9% First Preferred Ship Mortgage Notes Due 2014

                                  REGISTRATION RIGHTS AGREEMENT

                                                 November 10, 2004

CREDIT SUISSE FIRST BOSTON LLC
Eleven Madison Avenue
New York, New York 10010-3629

Dear Sirs:

Ultrapetrol (Bahamas) Limited, a Bahamas corporation (the "Issuer"), proposes to issue and sell to Credit Suisse
First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement of even date
herewith (the "Purchase Agreement"), $180,000,000 aggregate principal amount of its 9% First Preferred Ship
Mortgage Notes Due 2014 (the "Initial Securities") to be unconditionally guaranteed on a senior secured basis by
the entities set forth on Schedule A hereto (the "Guarantors") and secured by assets pledged by Maritima SIPSA
S.A. ("Maritima"), Riverpar S.A. ("Riverpar"), and UABL S.A. ("UABL S.A.") (Maritima, Riverpar and UABL
S.A. the "Pledgors"). The Initial Securities will be issued pursuant to an Indenture, dated as of November 24,
2004, (the "Indenture") among the Issuer, the Guarantors, the pledgors named therein and Manufacturers and
Traders Trust Company, as trustee (the "Trustee"). The Issuer, the Guarantors and the Pledgors are collectively
referred to herein as the "Company". The obligations of the Issuer, the Guarantors and the Pledgors in this
Agreement are joint and several obligations of the Issuer, the Guarantors and the Pledgors. As an inducement to
the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the
benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchaser), the Exchange
Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the "Holders"),
as follows:

1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 60 days (or if the
60th day is not a business day, the first business day thereafter) (such 60th day, or the first business day
thereafter, being a "Filing Deadline") after the date of original issue of the Initial Securities (the "Issue Date"), file
with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted
Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Issuer issued
under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions
relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would
be registered under the Securities Act. The Company (i) shall use its reasonable best efforts to cause such
Exchange Offer Registration Statement to become effective under the Securities Act within 150 days (or if the
150th day is not a business day, the first business day thereafter) (such

                                                         Page 1
150th day, or the first business day thereafter, being an "Effectiveness Deadline") after the Issue Date of the Initial
Securities and (ii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the "Exchange Offer Registration Period").

If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the
Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the
Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and
(ii) will consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange
Offer Registration Statement is declared effective (such 40th day, the "Consummation Deadline").

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall,
as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities
for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the
Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions under the Securities Act and without
material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of
the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer
electing to exchange Securities, acquired for its own account as a result of market making activities or other
trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing
the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchaser elects to sell
Exchange Securities acquired in exchange for Initial Securities constituting any portion of its unsold allotment, it is
required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K
under the Securities Act, as applicable, in connection with such sale.

The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective, and to
amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of
time as such persons must comply with such requirements in order to resell the Exchange Securities; provided,
however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered
by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and
any amendment or supplement thereto available to any broker-dealer or other person with similar prospectus
delivery requirements for use in connection with any resale of any Exchange Securities for a period of not less
than 180 days after the effective date of the Exchange Offer Registration Statement (or such shorter period during
which such persons are required by

                                                        Page 2
applicable law to deliver such prospectus).

If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Initial Securities acquired by
it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities
pursuant to the Registered Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request
of the Initial Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by the Initial Purchaser,
a like principal amount of debt securities of the Company issued under the Indenture and identical in all material
respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the
several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof)
to the Initial Securities (the "Private Exchange Securities"). The Initial Securities, the Exchange Securities and the
Private Exchange Securities are herein collectively called the "Securities".

In connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law)
after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of
Manhattan, The City of New York, or Baltimore, Maryland, which may be the Trustee or an affiliate of the
Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on
the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may
be, the Company shall:

(x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange;

(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange
Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of
such Holder so accepted for exchange.

The Indenture will provide that (i) the Exchange Securities will not be subject to the transfer restrictions set forth
in the Indenture, (ii) all the Securities will vote and consent together on all matters as one class and (iii) that none
of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange
Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on
the Initial Securities surrendered in exchange therefor or, if no interest has been

                                                         Page 3
paid on the Initial Securities, from the date of original issue of the Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at
the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or
understanding with any person to participate in the distribution of the Securities or the Exchange Securities within
the meaning of the Securities Act, (iii) such Holder is not an "affiliate", as defined in Rule 405 of the Securities
Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is
a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any
Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer
Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.

2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the
Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the Issue Date, (iii)
the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not
eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging
Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange or may not resell the Exchange Securities acquired by it in the
Registered Exchange Offer to the public without delivering a prospectus, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a "Trigger Date"):

(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 30 days after the
Trigger Date (such 30th day being a "Filing Deadline")) (x) in the case of a Shelf Registration Statement filed
pursuant to clause (i) of the foregoing paragraph, no later than 150 days after the Issue Date and (y) in the case
of a Shelf Registration Statement filed pursuant to clause (ii),
(iii) or (iv) of the foregoing paragraph, no later than 60 days after the applicable Filing Deadline (such 150th or
60th day, as the case may be, being an "Effectiveness Deadline"), file with the Commission

                                                          Page 4
and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the
"Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration
Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf
Registration"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order
to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a
period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or
such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have
been sold pursuant thereto or (ii) can be sold pursuant to Rule 144 under the Securities Act without any
limitations under clauses (c), (e), (f) or
(h) thereof. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of
Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is
required by applicable law.

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf
Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading.

3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to
the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions
shall apply:

(a) The Company shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy
of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus
included therein and, in the event that the Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement,
the Company shall use its reasonable best efforts to reflect in each such document, when so filed with the
Commission, such comments as the Initial Purchaser reasonably may propose; (ii) include the information set
forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of the
prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in
Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
(iii) if requested by the Initial Purchaser, include the information

                                                       Page 5
required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus
forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution", reasonably acceptable to the
Initial Purchaser, which shall contain a summary statement of the positions taken or policies made by the staff of
the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a "Participating Broker-
Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or
such positions or policies, in the reasonable judgment of the Initial Purchaser based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the
case of a Shelf Registration Statement, include the names of the Holders, who propose to sell Securities pursuant
to the Shelf Registration Statement, as selling security holders.

(b) The Company shall give written notice to the Initial Purchaser, the Holders of the Securities and any
Participating Broker-Dealer from whom the Company has received prior written notice that it will be a
Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been
made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a
material fact nor omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration,
without

                                                         Page 6
charge, at least one copy of the effective Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference).

(e) The Company shall deliver to each Exchanging Dealer and the Initial Purchaser, and to any other Holder who
so requests, without charge, at least one copy of the effective Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules, and, if the Initial Purchaser or any
such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within
the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each
preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as
such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the
use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by the prospectus, or any amendment or
supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall deliver to the Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge,
as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment
or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions
of this Agreement, to the use of the prospectus or any amendment or supplement thereto by the Initial Purchaser,
if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall
register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in
connection with the registration or qualification of the Securities for offer and sale under the securities or "blue
sky" laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the
Securities covered by such Registration Statement; provided, however, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which
would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and
delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

                                                        Page 7
(j) Upon the occurrence of any event contemplated by paragraphs
(ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the
Registration Statement or a supplement to the related prospectus and any other required document so that, as
thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the
Company notifies the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer
in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until
the requisite changes to the prospectus have been made, then the Initial Purchaser, the Holders of the Securities
and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness
of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration
Statement provided for in Section 1 above shall each be extended by the number of days from and including the
date of the giving of such notice to and including the date when the Initial Purchaser, the Holders of the Securities
and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j).

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP
number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be,
and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust
Company.

(l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they
are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its
security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 90 days after the end of a
12-month period (or 180 days, if such period is a fiscal year) beginning with the first month of the Company's first
fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such
12-month period.

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), in a timely manner and containing such changes, if any, as shall be necessary for such
qualification. In the event that such qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the
Indenture.

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement
to furnish to the Company such information regarding the Holder and the distribution of the Securities as the
Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the
Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable

                                                        Page 8
time after receiving such request.

(o) The Company shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as
any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant
to any Shelf Registration.

(p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by a
representative of the Holders of the Securities, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities
or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of
the Company and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all
relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated
by you and, on behalf of the other parties, by one counsel designated by and on behalf of such other parties as
described in
Section 4 hereof.

(q) In the case of any Shelf Registration, the Company, if requested by a majority of the Holders of Securities
covered thereby, shall cause (i) its counsel or counsels to deliver an opinion or opinions and updates thereof
relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any,
thereof in form and substance reasonably satisfactory to such Holders and the managing underwriters and dated,
in the case of the initial opinion or opinions, the effective date of such Shelf Registration Statement (it being
agreed that the matters to be covered by such opinion or opinions shall include those matters customarily covered
by opinions delivered in connection with a Shelf Registration); (ii) its officers to execute and deliver all customary
documents and certificates and updates thereof reasonably requested by any underwriters of the applicable
Securities and (iii) its independent public accountants and the independent public accountants with respect to any
other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling
Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering
matters of the type customarily covered in comfort letters in connection with primary underwritten offerings,
subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing
Standards No. 72.

(r) In the case of the Registered Exchange Offer, if requested by the Initial Purchaser or any known Participating
Broker-Dealer, the Company shall, at the time of the consummation of such Registered Exchange Offer, cause (i)
its counsels to deliver to the Initial Purchaser or such Participating Broker-Dealer signed opinions in the form set
forth in Sections 6(c)(i) through (viii) of the Purchase Agreement with such changes as are customary in
connection with the preparation of a Registration Statement and (ii) its independent public accountants and the
independent public accountants with respect to any other entity for which financial information is provided in the
Registration Statement to deliver to the Initial Purchaser or such Participating Broker-Dealer a comfort letter, in
customary form, meeting the requirements as to the substance thereof as set forth in

                                                       Page 9
Section 6(a) of the Purchase Agreement, with appropriate date changes.

(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial
Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to
be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for
the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.

(t) The Company will use its best efforts to (i) if the Initial Securities have been rated prior to the initial sale of
such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (ii)
if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be
rated with the appropriate rating agencies, if so requested by Holders of at least a majority in aggregate principal
amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the
meaning of the Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD"))
thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or
dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the
requirements of such Rules, including, without limitation, by
(i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined
in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise
usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend
the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-
dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the
Securities covered by a Registration Statement contemplated hereby.

4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 1 through 3 hereof, whether or not the Exchange Offer Registration
Statement or a Shelf Registration Statement is filed or becomes effective, and, in connection with any Registration
Statement, shall reimburse the Initial Purchaser and the Holders (i) of the Securities being tendered in connection
with the Registered Exchange Offer and/or (ii) selling or reselling Securities in connection with a Shelf
Registration, for the reasonable fees and disbursements of one firm of counsel, who shall be Cravath, Swaine &
Moore LLP unless another firm shall be chosen by the Holders of at least a majority in principal amount of the
Securities for whose benefit such Registration Statement is being prepared.

5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any
Participating Broker-Dealer and each person, if any, who is a director or officer of such Holder or such

                                                       Page 10
Participating Broker-Dealer or who controls such Holder or such Participating Broker-Dealer within the meaning
of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such directors,
officers and controlling persons are referred to collectively as the "Indemnified Parties") from and against any
losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited
to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which
each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based
upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal
or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any
such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf
Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a
Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit
of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages
or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was
required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection
with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer
results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the
sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished
copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.
The Company shall also indemnify underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company, its
directors and officers and each person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth immediately

                                                       Page 11
preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably
incurred by the Company or any such controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any
action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from
any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under
this
Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an
indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the
other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or such Holder
or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified

                                                        Page 12
party in connection with investigating or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount
by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes of this subsection (d), each
person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution
as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration
Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement
or any investigation made by or on behalf of any indemnified party.

6. Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with
respect to the Securities shall be assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below a "Registration Default"):

(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the
applicable Filing Deadline;

(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or
prior to the applicable Effectiveness Deadline;

(iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or

(iv) any Registration Statement required by this Agreement has been declared effective by the Commission, but
(A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the
related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the
periods specified herein because either (1) any event occurs as a result of which the related prospectus forming
part of such Registration Statement would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the circumstances under which they were
made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it
is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result
of any action or inaction by the Commission.

Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur to but excluding the date on which
all such Registration Defaults have been cured, at a rate of 1.00% per annum (the "Additional Interest Rate");
provided, however, that if a Registration Default shall occur and be continuing on the date that is two years

                                                       Page 13
following the Issue Date, such additional interest at the rate of 1.00% per annum will accrue permanently on the
Securities.

(b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be
continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default
has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement
to incorporate annual audited financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus
or (y) other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to
describe such events; provided, however, that in any case if such Registration Default occurs for a continuous
period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from
the day such Registration Default occurs until such Registration Default is cured.

(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular
interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined
by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, and further
multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was
applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

(d) "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been
exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial
Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange
Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act.

7. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under
the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Securities, make publicly available other information so
long as necessary to permit sales of its securities pursuant to Rules 144 and 144A. The Company covenants that
it will take such further action as any Holder of Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).
The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to
the Company by the Initial Purchaser upon request. Upon the request of any Holder of Initial Securities, the
Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are
to be sold in an underwritten

                                                      Page 14
offering, the investment banker or investment bankers and manager or managers that will administer the offering
("Managing Underwriters") will be selected by the Holders of at least a majority in aggregate principal amount of
such Transfer Restricted Securities to be included in such offering, provided that such selection is reasonably
satisfactory to the Company.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such
person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

9. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the
Company and the written consent of the Holders of at least a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents. Without the consent of the Holder of
each Security adversely effected, however, no change may be made to the provisions relating to the payment of
Additional Interest.

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2) if to the Initial Purchaser;

Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Fax No.: (212) 325-
8278 Attention: Transactions Advisory Group

with a copy to:

Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019-7475 Fax No.:
(212) 474-3700 Attention: William J. Whelan, III

(3) if to the Company, at its address as follows:

Ultrapetrol (Bahamas) Limited H & J Corporate Services Ltd.

                                                  Shirlaw House
                                                 87 Shirley Street
                                              P. O. Box SS-19084
                                                 Nassau, Bahamas
                                            Facsimile: (242) 320 6919
                                         Attention: Felipe Menendez Ross

with a copy to:

                                                    Ultrapetrol S.A.

                                                        Page 15
Leandro N. Alem 986 - 11th floor (C1001AAR) Buenos Aires - Argentina Facsimile: (5411) 4315-0468
Attention: Felipe Menendez Ross

with a copy to:

Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Facsimile: 212-480-8421 Attention:
Lawrence Rutkowski

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day
delivered, if sent by overnight air courier guaranteeing next day delivery.

(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or
after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

(d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

(e) Counterparts. This Agreement 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.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

(h) Severability. If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(i) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.

(j) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to
protect their rights or the rights of Holders hereunder.

(k) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this
Agreement, the Company (i)

acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation
System, 111 Eighth Avenue, New York, New York 10011 (and any successor entity), as its authorized agent
upon which process may be served in any suit or proceeding arising out of or relating to this Agreement that may
be instituted in any Federal or state court in the State of New York or brought under Federal or state securities
laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the
nonexclusive jurisdiction of any such court in any such suit or proceeding, and
(iii) agrees that service of process upon CT Corporation System and written notice of said service to the
Company shall be deemed in every respect effective service of process upon it in any such suit or proceeding.
The Company further agrees to take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and appointment of CT
Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that
the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the
fullest extent permitted by law.

                                                      Page 16
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding
agreement among the Initial Purchaser and the Company in accordance with its terms.

Very truly yours,

                                ULTRAPETROL (BAHAMAS) LIMITED

                                    By :    /s/ Leonard J. Hoskinson
                                            ----------------------------
                                           Name: Leonard J. Hoskinson
                                           Title: Attorney-in-Fact




                                BAYHAM INVESTMENTS S.A.
                                 BALDWIN MARITIME INC.
                                  CAVALIER SHIPPING INC.
                         CORPORACION DE NAVEGACION MUNDIAL S.A.
                                  DANUBE MARITIME INC.
                                  GENERAL VENTURES INC.
                          IMPERIAL MARITIME LTD. (BAHAMAS) INC.
                                  KATTEGAT SHIPPING INC.
                                   KINGLY SHIPPING LTD.
                                 MAJESTIC MARITIME LTD.
                                    MASSENA PORT S.A.
                                 MONARCH SHIPPING LTD.
                                   NOBLE SHIPPING LTD.
                                       OCEANPAR S.A.
                                OCEANVIEW MARITIME INC.
                                        PARFINA S.A.
                              PARKWOOD COMMERCIAL CORP.
                          PRINCELY INTERNATIONAL FINANCE CORP.
                          REGAL INTERNATIONAL INVESTMENTS S.A.
                              RIVERVIEW COMMERCIAL CORP.
                                SOVEREIGN MARITIME LTD.
                                 STANMORE SHIPPING INC.
                                    TIPTON MARINE INC.
                             ULTRAPETROL INTERNATIONAL S.A.
                                     ULTRAPETROL S.A.
                               UP OFFSHORE (HOLDINGS) LTD.

                                              each as a Guarantor,

                                   By : /s/ Leonard J. Hoskinson
                                        ------------------------------
                                        Name: Leonard J. Hoskinson
                                        Title: Attorney-in-Fact




                                           MARITIMA SIPSA S.A.
                                             RIVERPAR S.A.
                                               UABL S.A.,

                                               each as a Pledgor,

                                   By : /s/ Leonard J. Hoskinson
                                        ------------------------------
                                        Name: Leonard J. Hoskinson
                                        Title: Attorney-in-Fact
Page 17
The foregoing Registration Rights
Agreement is hereby and accepted as
of the date first above written.

By CREDIT SUISSE FIRST BOSTON LLC

                                      By :    /s/ Adam Inselbuch
                                              -------------------------
                                             Name: Adam Inselbuch
                                             Title: Managing Director




                                                    Page 18
                                                   ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of Distribution."

                                                     Page 19
                                                   ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where
such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange
Securities. See "Plan of Distribution."

                                                     Page 20
                                                    ANNEX C

                                          PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial
Securities were acquired as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200 ,
all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)


(1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the
Exchange Offer prospectus.

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange
Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the
writing of options on the Exchange Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Securities and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange
Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-
dealers) against certain liabilities, including liabilities under the Securities Act.

                                                     Page 21
                                                     ANNEX D

| | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.

Name: ____________________________________________

Address: ___________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend
to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-
making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any
resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

                                                       Page 22
                             SCHEDULE A

                            GUARANTORS

Subsidiary                                Country of Organization
----------                                -----------------------

Bayham Investments S.A.                   Panama
Baldwin Maritime Inc.                     Panama
Cavalier Shipping Inc.                    Panama
Corporacion de Navegacion Mundial S.A.    Chile
Danube Maritime Inc.                      Panama
General Ventures Inc.                     Liberia
Imperial Maritime Ltd. (Bahamas) Inc.     Panama
Kattegat Shipping Inc.                    Panama
Kingly Shipping Ltd.                      Bahamas
Majestic Maritime Ltd.                    Bahamas
Massena Port S.A.                         Uruguay
Monarch Shipping Ltd.                     Bahamas
Noble Shipping Ltd.                       Bahamas
Oceanpar S.A.                             Paraguay
Oceanview Maritime Inc.                   Panama
Parfina S.A.                              Paraguay
Parkwood Commercial Corp.                 Panama
Princely International Finance Corp.      Panama
Regal International Investments S.A.      Panama
Riverview Commercial Corp.                Panama
Sovereign Maritime Ltd.                   Bahamas
Stanmore Shipping Inc.                    Panama
Tipton Marine Inc.                        Panama
Ultrapetrol International S.A.            Panama
Ultrapetrol S.A.                          Argentina
UP Offshore (Holdings) Ltd.               Bahamas




                                Page 23
                 EXHIBIT 4.3
               EXECUTION COPY



     ULTRAPETROL (BAHAMAS) LIMITED

      9% First Preferred Ship Mortgage Notes

                    Due 2014

                    The
          SUBSIDIARY GUARANTORS
                 named herein

                     The
                  PLEDGORS
                  named herein



                  INDENTURE

          Dated as of November 24, 2004



MANUFACTURERS AND TRADERS TRUST COMPANY,

                     Trustee
                                      CROSS-REFERENCE TABLE

            TIA                                                              Indenture
         Section                                                               Section
         310(a)(1)          ......................................             7.10
            (a)(2)          ......................................             7.10
            (a)(3)          ......................................             N.A.
            (a)(4)          ......................................             N.A.
            (b)             ......................................             7.08; 7.10
            (c)             ......................................             N.A.
         311(a)             ......................................             7.11
            (b)             ......................................             7.11
            (c)             ......................................             N.A.
         312(a)             ......................................             2.05
            (b)             ......................................             14.03
            (c)             ......................................             14.03
         313(a)             ......................................             7.06
            (b)(1)          ......................................             N.A.
            (b)(2)          ......................................             7.06
            (c)             ......................................             14.02
            (d)             ......................................             7.06
         314(a)             ......................................             4.02; 4.19; 14.02
            (b)             ......................................             12.02
            (c)(1)          ......................................             14.04
            (c)(2)          ......................................             14.04
            (c)(3)          ......................................             N.A.
            (d)             ......................................             12.04; 12.13; 13.03
            (e)             ......................................             14.05
            (f)             ......................................             4.19
         315(a)             ......................................             7.01
            (b)             ......................................             7.05; 14.02
            (c)             ......................................             7.01
            (d)             ......................................             7.01
            (e)             ......................................             6.11
           316(a)
         (last sentence)    ......................................             14.06
            (a)(1)(A)       ......................................             6.05
            (a)(1)(B)       ......................................             6.04
            (a)(2)          ......................................             N.A.
            (b)             ......................................             6.07
         317(a)(1)          ......................................             6.08
            (a)(2)          ......................................             6.09
            (b)             ......................................             2.04
         318(a)             ......................................             14.01




                                        N.A. means Not Applicable.


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

                                                    Page 1
                                  Table of Contents

                                                                               Page
                                      ARTICLE 1

                     Definitions and Incorporation by Reference

SECTION   1.01.   Definitions...............................................    1
SECTION   1.02.   Other Definitions.........................................   32
SECTION   1.03.   Incorporation by Reference of Trust Indenture Act.........   33
SECTION   1.04.   Rules of Construction.....................................   33

                                      ARTICLE 2

                                   The Securities

SECTION   2.01.   Form and Dating...........................................   34
SECTION   2.02.   Execution and Authentication..............................   34
SECTION   2.03.   Registrar and Paying Agent................................   35
SECTION   2.04.   Paying Agent To Hold Money in Trust.......................   35
SECTION   2.05.   Securityholder Lists......................................   36
SECTION   2.06.   Replacement Securities....................................   36
SECTION   2.07.   Outstanding Securities....................................   36
SECTION   2.08.   Temporary Securities......................................   37
SECTION   2.09.   Cancelation...............................................   37
SECTION   2.10.   Defaulted Interest........................................   37
SECTION   2.11.   CUSIP Numbers.............................................   37
SECTION   2.12.   Transfer and Exchange.....................................   37

                                      ARTICLE 3

                                     Redemption

SECTION   3.01.   Notices to Trustee........................................   38
SECTION   3.02.   Selection of Securities To Be Redeemed....................   38
SECTION   3.03.   Notice of Redemption......................................   39
SECTION   3.04.   Effect of Notice of Redemption............................   39




                                        Page 2
SECTION 3.05.     Deposit of Redemption Price...............................   40
SECTION 3.06.     Securities Redeemed in Part...............................   40

                                      ARTICLE 4

                                      Covenants

SECTION   4.01.   Payment of Securities.....................................   40
SECTION   4.02.   SEC Reports...............................................   40
SECTION   4.03.   Limitation on Indebtedness................................   41
SECTION   4.04.   Limitation on Restricted Payments.........................   43
SECTION   4.05.   Limitation on Restrictions on Distributions from
                     Restricted Subsidiaries................................   44
SECTION   4.06.   Limitation on Asset Sales.................................   45
SECTION   4.07.   Limitation on Lines of Business...........................   47
SECTION   4.08.   Limitation on Affiliate Transactions......................   47
SECTION   4.09.   Limitation on Liens.......................................   47
SECTION   4.10.   Limitation on Sale/Leaseback Transactions.................   47
SECTION   4.11.   Change of Control.........................................   48
SECTION   4.12.   Future Subsidiary Guarantors..............................   49
SECTION   4.13.   Impairment of Security Interest...........................   49
SECTION   4.14.   Application of Proceeds upon Sale or Loss of a
                     Mortgaged Vessel.......................................   50
SECTION 4.15.     Application of Proceeds upon Permitted Bareboat
                     Charter................................................   51
SECTION 4.16.     Tender of a Qualified Substitute Vessel; Excess
                     Proceeds Offers........................................   53
SECTION   4.17.   Additional Amounts........................................   56
SECTION   4.18.   Compliance Certificate....................................   58
SECTION   4.19.   Further Instruments and Acts..............................   58
SECTION   4.20.   Reflagging of Vessels.....................................   59

                                      ARTICLE 5

                                  Successor Company

SECTION 5.01.     When Company May Merge or Transfer Assets.................   59

                                      ARTICLE 6

                                Defaults and Remedies

SECTION   6.01.   Events of Default.........................................   61
SECTION   6.02.   Acceleration..............................................   63
SECTION   6.03.   Other Remedies............................................   64
SECTION   6.04.   Waiver of Past Defaults...................................   64
SECTION   6.05.   Control by Majority.......................................   64
SECTION   6.06.   Limitation on Suits.......................................   64
SECTION   6.07.   Rights of Holders To Receive Payment......................   65
SECTION   6.08.   Collection Suit by Trustee................................   65
SECTION   6.09.   Trustee May File Proofs of Claim..........................   65
SECTION   6.10.   Priorities................................................   65
SECTION   6.11.   Undertaking for Costs.....................................   66
SECTION   6.12.   Waiver of Stay or Extension Laws..........................   66

                                      ARTICLE 7

                                       Trustee

SECTION   7.01.   Duties of Trustee.........................................   66
SECTION   7.02.   Rights of Trustee.........................................   68
SECTION   7.03.   Individual Rights of Trustee..............................   68
SECTION   7.04.   Trustee's Disclaimer......................................   68




                                       Page 3
SECTION   7.05.    Notice of Defaults........................................   68
SECTION   7.06.    Reports by Trustee to Holders.............................   69
SECTION   7.07.    Compensation and Indemnity................................   69
SECTION   7.08.    Replacement of Trustee....................................   69
SECTION   7.09.    Successor Trustee by Merger...............................   70
SECTION   7.10.    Eligibility; Disqualification.............................   71
SECTION   7.11.    Preferential Collection of Claims Against Company.........   71

                                       ARTICLE 8

                          Discharge of Indenture; Defeasance

SECTION   8.01.    Discharge of Liability on Securities; Defeasance..........   71
SECTION   8.02.    Conditions to Defeasance..................................   72
SECTION   8.03.    Application of Trust Money................................   73
SECTION   8.04.    Repayment to Company......................................   73
SECTION   8.05.    Indemnity for Government Obligations......................   74
SECTION   8.06.    Reinstatement.............................................   74

                                       ARTICLE 9

                                      Amendments

SECTION   9.01.    Without Consent of Holders................................   74
SECTION   9.02.    With Consent of Holders...................................   75
SECTION   9.03.    Compliance with Trust Indenture Act.......................   76
SECTION   9.04.    Revocation and Effect of Consents and Waivers.............   76
SECTION   9.05.    Notation on or Exchange of Securities.....................   77
SECTION   9.06.    Trustee To Sign Amendments................................   77
SECTION   9.07.    Payment for Consent.......................................   77

                                      ARTICLE 10

                                      Guarantees

SECTION   10.01.   Guarantees...............................................    77
SECTION   10.02.   Limitation on Liability..................................    79
SECTION   10.03.   Successors and Assigns...................................    79
SECTION   10.04.   No Waiver................................................    79
SECTION   10.05.   Modification.............................................    79
SECTION   10.06.   Release of Subsidiary Guarantor..........................    80

                                      ARTICLE 11

                                  Pledged Collateral

SECTION   11.01.   Grant of Security Interest...............................    80
SECTION   11.02.   Delivery of Collateral...................................    81
SECTION   11.03.   Representations and Warranties...........................    81
SECTION   11.04.   Further Assurances.......................................    82
SECTION   11.05.   Dividends; Voting Rights; Release of Collateral..........    82
SECTION   11.06.   Trustee Appointed Attorney-in-Fact.......................    83
SECTION   11.07.   Trustee May Perform......................................    84
SECTION   11.08.   Trustee's Duties.........................................    84
SECTION   11.09.   Remedies upon Event of Default...........................    84
SECTION   11.10.   Application of Proceeds..................................    85
SECTION   11.11.   Continuing Lien..........................................    85
SECTION   11.12.   Certificates and Opinions................................    85
SECTION   11.13.   Additional Agreements....................................    85

                                      ARTICLE 12

                                  Security Agreements




                                        Page 4
           SECTION   12.01.   Collateral and Security Agreements.......................           86
           SECTION   12.02.   Recording; Annual Opinions...............................           86
           SECTION   12.03.   Disposition of Collateral Without Release................           88
           SECTION   12.04.   Release of Mortgaged Collateral..........................           89
           SECTION   12.05.   Eminent Domain, Expropriation and Other
                                Governmental Takings...................................           92
           SECTION 12.06.     Permitted Releases Not To Impair Lien; Trust
                                Indenture Act Requirements.............................           93
           SECTION   12.07.   Suits To Protect the Mortgaged Collateral................           94
           SECTION   12.08.   Purchaser Protected......................................           94
           SECTION   12.09.   Powers Exercisable by Receiver or Trustee................           94
           SECTION   12.10.   Disposition of Obligations Received......................           94
           SECTION   12.11.   Determinations Relating to Mortgaged Collateral..........           95
           SECTION   12.12.   Release upon Termination of the Company's
                                Obligations............................................           95
           SECTION 12.13.     Substitution of Mortgaged Vessel.........................           95

                                                   ARTICLE 13

                                          Application of Trust Moneys

           SECTION 13.01.     "Trust Moneys" Defined...................................           98
           SECTION 13.02.     Retirement of Securities.................................           98
           SECTION 13.03.     Withdrawals of Insurance Proceeds and Condemnation
                                Awards; Withdrawals of Net Available Cash.............            99
           SECTION   13.04.   Powers Exercisable Notwithstanding Event of Default......          103
           SECTION   13.05.   Powers Exercisable by Trustee or Receiver................          104
           SECTION   13.06.   Disposition of Securities Retired........................          104
           SECTION   13.07.   Investment and Use of Trust Moneys.......................          104

                                                   ARTICLE 14

                                                  Miscellaneous

           SECTION   14.01.   Trust Indenture Act Controls.............................          105
           SECTION   14.02.   Notices..................................................          105
           SECTION   14.03.   Communication by Holders with Other Holders..............          106
           SECTION   14.04.   Certificate and Opinion as to Conditions Precedent.......          106
           SECTION   14.05.   Statements Required in Certificate or Opinion............          106
           SECTION   14.06.   When Securities Disregarded..............................          107
           SECTION   14.07.   Rules by Trustee, Paying Agent and Registrar.............          107
           SECTION   14.08.   Legal Holidays...........................................          107
           SECTION   14.09.   Governing Law............................................          107
           SECTION   14.10.   No Recourse Against Others...............................          107
           SECTION   14.11.   Successors...............................................          107
           SECTION   14.12.   Multiple Originals.......................................          107
           SECTION   14.13.   Table of Contents; Headings..............................          108
           SECTION   14.14.   Agent for Service; Submission to Jurisdiction;
                                Waiver of Immunities...................................          108




Rule 144A/Regulation S Appendix
Exhibit 1 - Form of Initial Security
Exhibit A - Form of Exchange Security or Private Exchange Security Exhibit B - [Intentionally Omitted]
Exhibit C - Form of Mortgage
Schedule I - Pledged Shares
Schedule II - Pledged Barges
Exhibit 2 - Transferee Form of Letter of Representation

                                                    Page 5
INDENTURE dated as of November 24, 2004, among ULTRAPETROL (BAHAMAS) LIMITED, a
Bahamian corporation (the "Company"), the guarantors listed on the signature pages hereto (the "Subsidiary
Guarantors"), the pledgors listed on the signature pages hereto (the "Pledgors") and MANUFACTURERS AND
TRADERS TRUST COMPANY, as Trustee (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 Company's 9% First Preferred Ship Mortgage Notes Due 2014 and, if and when issued pursuant to a
registered exchange for Initial Securities, the Company's 9% First Preferred Ship Mortgage Notes Due 2014 and
if and when issued pursuant to a private exchange for Initial Securities, the Company's 9% First Preferred Ship
Mortgage Notes Due 2014:

                                                   ARTICLE 1

                                 Definitions and Incorporation by Reference

SECTION 1.01. Definitions.

"Acquisition Contract" means a sale and purchase contract executed by the Company or a Restricted Subsidiary
to acquire an additional Vessel or Vessels or any Shipping Business Assets.

"Additional Assets" means (i) any property or assets (other than Indebtedness and Capital Stock) in a Shipping
Business; (ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Restricted Subsidiary; or (iii) Capital Stock constituting a
minority interest in any Person that at such time is a Restricted Subsidiary; provided, however, that any such
Restricted Subsidiary described in clause (ii) or (iii) above is primarily engaged in a Shipping Business.

"Adjusted Treasury Rate" means, with respect to any redemption date,
(i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after November 24, 2009, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

"Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or
under direct or indirect common control with such specified Person. For the purposes of this definition, "control"
when used with respect to any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For

                                                       Page 6
purposes of Sections 4.04, 4.06 and 4.08 only, "Affiliate" shall also mean any beneficial owner of Capital Stock
representing 5% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company
or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

"Applicable Premium" means with respect to a Security at any redemption date, the greater of (i) 1.00% of the
principal amount of such Security and (ii) the excess of (A) the present value at such redemption date of
(1) the redemption price of such Security on November 24, 2009 (such redemption price being described in
Section 5 of the Securities exclusive of any accrued interest), plus (2) all required remaining scheduled interest
payments due on such Security through November 24, 2009 (but excluding accrued and unpaid interest to the
redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal
amount of such Security on such redemption date.

"Appraisal Date" means each date as of which the Appraised Value of the Mortgaged Vessels has been
determined.

"Appraised Value" means the average of the fair market sale values as of a specified date of a specified asset that
would be obtained in an arm's-length transaction between an informed and willing seller under no compulsion to
sell and an informed and willing buyer under no compulsion to buy, as determined by two Appraisers selected by
the Company and, in the event either of such Appraisers is not a Designated Appraiser (as defined in the
definition of Appraiser), reasonably acceptable to the Trustee. If the Trustee does not accept an Appraiser (other
than a Designated Appraiser) selected by the Company within 10 days of the first giving of notice by the
Company to the Trustee requesting a determination of an Appraised Value (the "Appraisal Request Date"), such
Appraised Value shall be determined by a panel of three Appraisers, one of whom shall be selected by the
Company, another of whom shall be selected by the Trustee and the third of whom shall be selected by such
other two Appraisers or, if such Appraisers shall be unable to agree upon a third Appraiser within 5 days of the
selection date of the second of such two Appraisers, by an arbitrator mutually acceptable to the Company and
the Trustee; provided, however, that, if either party shall not select its Appraiser within 20 days after the
Appraisal Request Date, such Appraised Value shall be determined solely by the Appraiser selected by the other
party. The Appraiser or Appraisers appointed pursuant to the foregoing procedure shall be instructed to
determine such Appraised Value within 25 days after the final appointment of any Appraiser pursuant hereto, and
such determination shall be final and binding upon the parties. If three Appraisers shall be appointed, (a) if the
median of the determinations of the Appraisers shall equal the average of such determinations, such average shall
constitute the determination of the Appraisers; otherwise (b) the determination of the Appraiser that shall differ
most from the other two Appraisers shall be excluded, the remaining two determinations shall be averaged and
such average shall constitute the determination of the Appraisers. For this purpose, the purchase price of any
Mortgaged Vessel acquired after the most recent Appraisal Date shall constitute that Vessel's Appraised Value.

"Appraiser" means each of Charles R. Weber Company, Inc.; Mallory, Jones, Lynch, Flynn & Associates; Poten
& Partners; J.C. O'Keefe Shipbroking Limited; H. Clarkson & Company Limited; Galbraiths Limited; Arrow
Valuations, a division of Arrow Research Ltd.; Associated Shipbroking S.A.M.; Barry Rogliano Salles; Braemar
Seascope Valuations Limited; Cooper Brothers S.R.L.; Compass Maritime Services LLC; E.A. Gibson
Shipbrokers Ltd.; Ernst Russ GmbH & Co. KG; Fearnleys A.S.; J.E. Hyde & Co. Ltd.; Howe Robinson
Marine Evaluations, a division of Howe Robinson & Co. Ltd.; L&R Midland Inc.; Marint (Offshore Services)
U.K. Ltd; Marcon International, Inc.; Offshore Shipbrokers Limited.; P.F. Bassoe AS; R.S. Partners Inc.; R.S.
Platou Shipbrokers AS; Samuel Stewart & Co.; Simpson Spence & Young Ltd.; and

                                                      Page 7
Atlantic Shipbrokers Limited D/B/A Southport Atlantic (each a "Designated Appraiser") (and each successor
thereto), together with any other Person not affiliated with the Company engaged in the business of appraising
vessels.

"Asset Sale" means any sale, lease, transfer or other disposition (other than a vessel charter that is not a bareboat
charter with a purchase option) (or series of related sales, leases, transfers or dispositions) by the Company or
any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a "disposition") in one transaction or a series of related
transactions, of (i) any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares
or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary),
(ii) any Vessel, all or substantially all the assets of any division or line of business of the Company or any
Restricted Subsidiary or (iii) any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary (other than, in the case of (i),
(ii) and (iii) above, (w) any modification or termination of a charter in the ordinary course of business, (x) a
disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Restricted Subsidiary,
(y) for purposes of Section 4.06 only, a disposition that constitutes a Permitted Investment or a Restricted
Payment permitted by Section 4.04 and (z) disposition of assets with a fair market value of less than $500,000).

"Assignment of Insurance" means an assignment of insurance with respect to any Mortgaged Vessel substantially
in the form of and to the effect set forth as Exhibit D to the Escrow Agreement.

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

"Average Life" means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the
quotient obtained by dividing (i) the sum of the products of numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment
with respect to such Preferred Stock multiplied by the amount of such payment by (ii) the sum of all such
payments.

"Bareboat Charter" means a bareboat charter of a Mortgaged Vessel pursuant to which the chartering-in party
has the right to purchase the Mortgaged Vessel at the conclusion of the bareboat charter period for a less than
fair market value purchase price.

"Bareboat Charter Funds" means the charterhire payments received by the Company, a Subsidiary Guarantor or
a Pledgor pursuant to a Bareboat Charter of a Mortgaged Vessel.

"Board of Directors" means the Board of Directors of the Company or any committee thereof duly authorized to
act on behalf of such Board.

"Business Day" means each day which is not a Saturday, Sunday or a day on which banking institutions are
authorized or permitted to close in New York City, New York and Baltimore, Maryland.

"Capital Lease Obligation" means an obligation that is required to be classified and accounted for as a capital
lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the
Stated Maturity thereof shall be the date of the

                                                       Page 8
last payment of rent or any other amount due under such lease prior to the first date upon which such lease may
be terminated by the lessee without payment of a penalty.

"Capital Stock" of any Person means any and all shares, interests (including partnership interests), rights to
purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

"Change of Control" shall mean the occurrence of any of the following events:

(i) prior to the earlier to occur of (A) the first public offering of common stock of Parent or (B) the first public
offering of common stock of the Company, the Permitted Holders cease to be the "beneficial owner" (as defined
in rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority in the aggregate of the
total voting power of the Voting Stock of the Company, whether as a result of issuance of securities of the Parent
or the Company, any merger, consolidation, liquidation or dissolution of the Parent or the Company, any direct or
indirect transfer of securities by Parent or otherwise (for purposes of this clause (i) and clause (ii) below, the
Permitted Holders shall be deemed to beneficially own any Voting Stock of a corporation (the "specified
corporation") held by any other corporation (the "parent corporation") so long as the Permitted Holders
beneficially own (as so defined), directly or indirectly, in the aggregate a majority of the voting power of the
Voting Stock of the parent corporation);

(ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted
Holder, is or becomes the beneficial owner (as defined in clause (i) above, except that for purposes of this clause
(ii) such person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of
more than 35% of the total voting power of the Voting Stock of the Company; provided, however, that the
Permitted Holders beneficially own (as defined in clause (i) above), directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the Voting Stock of the Company than such other person and do not
have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the
Board of Directors (for the purposes of this clause (ii), such other person shall be deemed to beneficially own any
Voting Stock of a specified corporation held by a parent corporation, if such other person is the beneficial owner
(as defined in this clause (ii)), directly or indirectly, of more than 35% of the voting power of the Voting Stock of
such parent corporation and the Permitted Holders beneficially own (as defined in clause (i) above), directly or
indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent
corporation and do not have the right or ability by voting power, contract or otherwise to elect or designate for
election a majority of the board of directors of such parent corporation);

(iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the
Board of Directors (together with any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders of the Company was approved by a vote of 66?% of the directors of
the Company then still in office who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of
Directors then in office; and

                                                       Page 9
(iv) the merger or consolidation of the Company with or into another Person or the merger of another Person
with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a
consolidated basis) to another Person other than (A) a transaction in which the survivor or transferee is a Person
that is controlled by the Permitted Holders or (B) a transaction following which (1) in the case of a merger or
consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company
immediately prior to such transaction (or other securities into which such securities are converted as part of such
merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the
Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such
transaction and (2) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the
Securities and a Subsidiary of the transferor of such assets.

"Charters" is defined to mean each time charter party between a Subsidiary Guarantor and any third party with
respect to such Subsidiary Guarantor's Mortgaged Vessel, and as the same may be amended from time to time.
For purposes of this definition, each Pledgor shall be deemed to be a Subsidiary Guarantor.

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

"Collateral" is defined to mean, in each case as pledged and assigned to the Trustee pursuant to the Indenture or
the Security Agreements,
(1) all the issued and outstanding Capital Stock of each Subsidiary Guarantor owned, directly or indirectly, by the
Company (subject to the limitations described in clause (i) of Section 11.01), pledged from time to time in favor
of the Trustee pursuant to this Indenture and the Security Agreements; (2) all cash held by the Trustee pursuant to
this Indenture or the Security Agreements or in the Escrow Account pursuant to the Escrow Agreement; and (3)
each Subsidiary Guarantor's and each Pledgor's right, title and interest in and to (i) its respective Mortgaged
Vessel, pursuant to a Mortgage issued by such Subsidiary Guarantor or Pledgor, as the case may be, in favor of
the Trustee; (ii) the Charters, if any, relating to its Mortgaged Vessel, including the collateral right to receive all
monies and claims for monies due and to become due under such Charters or in respect of such Mortgaged
Vessel and all claims for damages arising under such Charters or relating to such Mortgaged Vessel, including all
moneys or other compensation payable by reason of requisition of title or for hire or other compulsory acquisition
and all claims for damages in respect of the actual or constructive total loss of the Mortgaged Vessel; (iii) the
freights, hires, passage moneys or payments in respect of indemnities relating to its Mortgaged Vessel; (iv) all its
policies and contracts of insurance taken out from time to time in respect of its Mortgaged Vessel; and (v) all
proceeds of any of the foregoing.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Securities from the redemption date to November 24,
2009, that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a maturity most nearly equal to November 24, 2009.

"Comparable Treasury Price" means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury
Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury
Dealer Quotations for such redemption date.

"Consolidated Coverage Ratio" as of any date of determination means the ratio of (i) the aggregate amount of
EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such
determination for which financial statements have been made publicly available

                                                       Page 10
to (ii) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such
period that remains outstanding on the date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any
other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period;

(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any
Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or
otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless
such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such
period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned
during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or
otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset
Sale, the EBITDA for such period shall be reduced by an amount equal to the EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount
equal to the EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest
Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly
attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with
such Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after
such sale);

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall
have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or
an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a
calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business,
EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect
thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first
day of such period; and

(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was
merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have
made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to
clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period,

                                                      Page 11
EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect
thereto as if such Asset Sale, Investment or acquisition occurred on the first day of such period. For purposes of
this definition, whenever pro forma effect is to be given to an acquisition of assets and the amount of income or
earnings relating thereto or to an Asset Sale, any Investment or the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred, the pro forma calculations shall be determined in good faith by a
responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest of such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12
months).

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of a Vessel or the
financing thereof, the Company may (i) if the Vessel is to be subject to a time charter of at least one year's
duration by the Company, apply pro forma EBITDA for such Vessel based on such new time charter or (ii) if the
Vessel is to be subject to hire on a voyage charter basis by the Company, apply EBITDA for such Vessel based
upon historical earnings of the most comparable Vessel of the Company or any of its Subsidiaries (as determined
in good faith by the Board of Directors) during such period, or if there is no such comparable Vessel, based upon
industry average earnings for comparable vessels (as determined in good faith by the Board of Directors).

"Consolidated Current Liabilities" as of the date of determination means the aggregate amount of liabilities of the
Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities
(including taxes accrued as estimated), on a consolidated basis, after eliminating (i) all intercompany items
between the Company and any Restricted Subsidiary and (ii) all current maturities of long-term Indebtedness, all
as determined in accordance with GAAP consistently applied.

"Consolidated Interest Expense" means, for any period, the total interest expense of the Company and its
consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, without duplication, (i) interest expense
attributable to capital leases and the interest expense attributable to leases constituting part of a Sale/Leaseback
Transaction, (ii) amortization of debt discount and debt issuance cost, (iii) capitalized interest, (iv) noncash
interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit
and bankers' acceptance financing, (vi) net costs associated with Hedging Obligations (including amortization of
fees), (vii) Preferred Stock dividends in respect of all Preferred Stock held by Persons other than the Company
or a Restricted Subsidiary to the extent paid in cash in such period, (viii) interest incurred in connection with
Investments in discontinued operations, (ix) interest accruing on any Indebtedness of any other Person to the
extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted
Subsidiary and (x) the cash contributions to any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in
connection with Indebtedness Incurred by such plan or trust.

"Consolidated Net Income" means, for any period, the net income of the Company and its consolidated
Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(i) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except
that (A) subject to the exclusion contained in clause (iv) below, the Company's equity in the net

                                                      Page 12
income of any such Person for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a
Restricted Subsidiary, to the limitations contained in clause (iii) below) and (B) the Company's equity in a net loss
of any such Person for such period shall be included in determining such Consolidated Net Income;

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

(iii) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Company, except that (A) subject to the exclusion contained in clause (iv) below, the
Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such
Consolidated Net Income, but only to the extent that such Restricted Subsidiary was not prohibited from
distributing such net income of such Restricted Subsidiary during such period as a dividend or other distribution
(subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation
contained in this clause) and (B) the Company's equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net Income;

(iv) any gain (but not loss) realized upon the sale or other disposition of any assets of the Company or its
consolidated Subsidiaries (including pursuant to sales of Vessels and to any sale-and-leaseback arrangement) and
any gain (but not loss) realized upon the sale or other disposition of any Capital Stock of any Person, in each
case which is not sold or otherwise disposed of in the ordinary course of business, as determined in good faith by
the Board of Directors;

(v) extraordinary gains or losses; and

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

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there shall be excluded from Consolidated
Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted pursuant to Section 4.04(a)(3)(D).

"Consolidated Net Tangible Assets" as of any date of determination, means the total amount of assets (less
accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and
other properly deductible items) which would appear on a balance sheet of the Company and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP (provided that any Vessel shall be
valued for purposes of this definition at its Appraised Value as of the most recent Appraisal Date occurring not
more than 30 days prior to the date of determination), and after giving effect to purchase accounting and after
deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of: (i)
minority interests in consolidated Subsidiaries held by Persons other than the Company or a Restricted
Subsidiary; (ii) excess of cost over fair value of assets of businesses acquired, as determined in good faith by the
Board of Directors; (iii) any revaluation or other write-up in book value of assets subsequent to the Issue Date as
a result of a change in the method of valuation in accordance with GAAP consistently applied; (iv) unamortized
debt discount and

                                                       Page 13
expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names,
copyrights, licenses, organization or developmental expenses and other intangible items; (v) treasury stock; (vi)
cash set apart and held in a sinking or other analogous fund established for the purpose of redemption or other
retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and
(vii) Investments in and assets of Unrestricted Subsidiaries.

"Consolidated Net Worth" means the total of the amounts shown on the balance sheet of the Company and its
consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter of the Company for which financial statements have been made publicly available prior
to the taking of any action for the purpose of which the determination is being made, as (i) the par or stated value
of all outstanding Capital Stock of the Company plus (ii) paid-in capital or capital surplus relating to such Capital
Stock plus (iii) any retained earnings or earned surplus less (A) any accumulated deficit and (B) any amounts
attributable to Disqualified Stock.

"Currency Agreement" means in respect of a Person any foreign exchange contract, currency swap agreement or
other similar agreement designed to protect such Person against fluctuations in currency values.

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

"Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or
exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in
whole or in part, in each case on or prior to the first anniversary of the Stated Maturity of the Securities;
provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the first anniversary of the Stated Maturity
of the Securities shall not constitute Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions
described under Sections 4.06, 4.11 and 4.16.

"EBITDA" for any period means the sum of Consolidated Net Income, plus Consolidated Interest Expense plus
the following to the extent deducted in calculating such Consolidated Net Income: (a) all income tax expense of
the Company and its consolidated Restricted Subsidiaries, (b) depreciation expense of the Company and its
consolidated Restricted Subsidiaries, (c) amortization expense (including amortization of dry dock expense) of
the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a
prepaid cash item that was paid in a prior period) and (d) all other noncash charges of the Company and its
consolidated Restricted Subsidiaries (excluding any such noncash charge to the extent that it represents an
accrual of or reserve for cash expenditures in any future period), in each case for such period. Notwithstanding
the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization
and noncash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the
date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees,

                                                      Page 14
orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders;
provided, however, that, for purposes of the definition of Consolidated Coverage Ratio, EBITDA for a period
attributable to a Mortgaged Vessel subject to a Bareboat Charter shall be limited to the product of the EBITDA
Portion and the Bareboat Charter Funds received in respect of such Mortgaged Vessel during such period.

"EBITDA Portion" in respect of Bareboat Charter Funds received by the Company, its Subsidiary Guarantors or
the Pledgors in respect of a Mortgaged Vessel subject to a Bareboat Charter means a fraction, expressed as a
percentage, the numerator of which is the average annual amount of EBITDA attributable to such Mortgaged
Vessel derived by the Company, its Subsidiary Guarantors and the Pledgors during the two-year period
immediately preceding the commencement of such Bareboat Charter (or such shorter period during which such
Mortgaged Vessel was owned by the Company, its Subsidiary Guarantors or the Pledgors, in which case such
actual EBITDA shall be annualized), and the denominator of which is the annual amount of Bareboat Charter
Funds to be received by the Company, its Subsidiaries Guarantors or the Pledgors pursuant to such Bareboat
Charter.

"Escrow Account" has the meaning assigned thereto in the Escrow Agreement.

"Escrow Agreement" means that certain Escrow Agreement, dated as of the date hereof, between the Company
and Manufacturers and Traders Trust Company, as escrow agent (the "Escrow Agent").

"Escrowed Property" has the meaning assigned thereto in the Escrow Agreement.

"Event of Loss" is defined to mean any of the following events: (a) the actual or constructive total loss of a Vessel
or the agreed or compromised total loss of a Vessel, (b) the destruction of a Vessel, (c) damage to a Vessel to
an extent, determined in good faith by the Board of Directors within 90 days after the occurrence of such damage
(and evidenced by an Officers' Certificate to such effect delivered to the Trustee within such 90-day period), as
shall make repair thereof uneconomical or shall render such Vessel permanently unfit for normal use (other than
obsolescence) or (d) the condemnation, confiscation, requisition, seizure, forfeiture or other taking of title to a
Vessel, or use of a Vessel that shall not be revoked within six months. An Event of Loss shall be deemed to have
occurred: (i) in the event of the destruction or other actual total loss of a Vessel, on the date of such loss; (ii) in
the event of a constructive, agreed or compromised total loss of a Vessel, on the date of the determination of
such total loss pursuant to the relevant insurance policy;
(iii) in the case of any event referred to in clause (c) above, upon the delivery of the Company's Officers'
Certificate to the Trustee; or (iv) in the case of any event referred to in clause (d) above, on the date six months
after the occurrence of such event.

"Event of Loss Proceeds" means all compensation, damages and other payments (including insurance proceeds
other than certain liability insurance proceeds) received by the Company, any Subsidiary Guarantor, any Pledgor
or the Trustee, jointly or severally, from any Person, including any governmental authority, with respect to or in
connection with an Event of Loss.

"Excess Proceeds" means the sum of (i) any cash released to the Company by the Trustee from Collateral
following a redemption date as described under Section 4.14 or following a Vessel Tender Date, as described
under Section 4.16, to the extent cash is not applied by the Company toward a Permitted Excess Cash Use
within 12 months after such redemption date or Vessel Tender Date, as the case may be, (ii) any Loss Excess
Proceeds and (iii) any Sale Excess Proceeds.

                                                       Page 15
"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Securities" has the meaning assigned thereto in the Rule

          144A/Regulation S/IAI Appendix hereto.

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




"GAAP" means generally accepted accounting principles in the United States of America as in effect as of the
relevant date of determination, including those set forth in (i) the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of
the Financial Accounting Standards Board, (iii) such other statements by such other entity as approved by a
significant segment of the accounting profession and (iv) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed
pursuant to Sections 13 or 15(d) of the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.

"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person
(whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (ii)
entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the
term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any Person
Guaranteeing any obligation.

"Guarantee Agreement" means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which
a Subsidiary Guarantor becomes subject to the applicable terms and conditions of this Indenture.

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

"Holder" or "Securityholder" means the Person in whose name a Security is registered on the Registrar's books.

"IFC Loan Agreement" means an agreement as in effect on the Issue Date between or among any of the
Company, UABL Limited, UP Offshore (Bahamas) Ltd. or any of their respective Subsidiaries, as borrower,
and International Finance Corporation or KfW, as lender or lenders, as the case may be, as it may be amended
or Refinanced from time to time.

"Incidental Asset" is defined to mean any equipment, outfit, furniture, furnishings, appliances, spare or
replacement parts or stores owned by the Company, a Subsidiary Guarantor or a Pledgor that have become
obsolete or unfit for use or no longer useful, necessary or profitable in the conduct of the business of the
Company or such Subsidiary Guarantor or Pledgor, as the case may be. In no event shall the term "Incidental
Asset" include a Vessel or a Mortgaged Vessel.

                                                      Page 16
"Incur" means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. The
accretion of principal of a non-interest bearing or other discount security shall be deemed the Incurrence of
Indebtedness.

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

(i) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is
responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has
become due and payable;

(ii) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback
Transactions entered into by such Person;

(iii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such Person and all obligations of such Person under any title retention agreement (but
excluding any accounts payable arising in the ordinary course of business);

(iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers'
acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations
(other than obligations described in clauses (i) through (iii) above) entered into in the ordinary course of business
of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(v) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of
any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person,
the principal amount of such Preferred Stock to be determined in accordance with this Indenture (but excluding,
in each case, any accrued dividends);

(vi) all obligations of the type referred to in clauses (i) through
(v) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is
responsible or liable, directly or indirectly, as obligor, Guarantor or otherwise, including by means of any
Guarantee;

(vii) all obligations of the type referred to in clauses (i) through
(vi) of other Persons secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair
market value of such property or assets or the amount of the obligation so secured; and

(viii) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency
giving

                                                       Page 17
rise to the obligation, of any contingent obligations at such date. Notwithstanding the above, the following shall
not constitute Indebtedness for purposes hereof: any commercial obligations assumed or undertaken by the
Company in the ordinary course of business including purchasing or hedging purchases of bunkers or other
consumables and obligations to suppliers.

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

"Initial Securities" has the meaning assigned thereto in the Rule

          144A/Regulation S/IAI Appendix hereto.

                      "Interest Rate Agreement" means in respect of a Person any interest
          rate swap agreement, interest rate cap agreement or other financial agreement or
          arrangement designed to protect such Person against fluctuations in interest
          rates.




"Investment" in any Person means any direct or indirect advance, loan (other than advances to customers in the
ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means
of any transfer of cash or other property to others or any payment for property or services for the account or use
of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by
such Person. For purposes of the definition of "Unrestricted Subsidiary," the definition of "Restricted Payment"
and Section 4.04, (i) "Investment" shall include the portion (proportionate to the Company's equity interest in
such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to (x) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of
Directors.

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

"KfW" means Kreditanstalt fur Wiederaufbau, an institution incorporated under the public law of the Federal
Republic of Germany.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any
conditional sale or other title retention agreement or lease in the nature thereof).

"Loss Excess Proceeds" means at any time the amount by which the Net Event of Loss Proceeds received by the
Company or any of its Restricted Subsidiaries from one or more Events of Loss with respect to Vessels other
than Mortgaged Vessels occurring on or after the Issue Date in the most recent period of 12 consecutive months
prior to such time exceeds $12.5 million, less the amount of such excess Net Event of Loss Proceeds applied
toward a Permitted Excess Cash Use.

"Loss Redemption Price" means, per $1,000 principal amount of Security, the sum of (a) 100% of such principal
amount and (b) accrued and unpaid interest on such Security to the redemption date.

"Maritima SIPSA S.A." means Maritima SIPSA S.A., a Chilean

                                                       Page 18
company 49% indirectly owned by the Company as of the Issue Date and its successors.

"Mortgage" means a mortgage and the related deed of a covenant, if any, on a Vessel substantially in the form of
and to the effect set forth as Exhibit C to this Indenture.

"Mortgaged Collateral" means all the collateral that is subject to a Mortgage.

"Mortgaged Vessels" means certain vessels and barges owned by Subsidiary Guarantors or by Pledgors from
time to time, including, as of the Issue Date, the Vessels listed below and the 193 barges identified on Schedule II
to this Indenture:

                                                                    Official or           Year
                    Vessel                             Flag       Patente Number          Built
                    ------                             ----       --------------          -----
                    Alianza   Campana........         Panama        20554-96-C            1976
                    Alianza   G2..............        Panama        20350-92-C            1994(1)
                    Alianza   G3.............         Panama        20563-93-C            1993(2)
                    Alianza   Rosario.........        Panama        20333-92-C            1976
                                                                      2378-R
                    Cavalier I..............          Paraguay                            1966
                                                                      26998-00
                    Cavalier II.............          Paraguay                            1954
                                                                       HRB-113
                    Cavalier III............          Bolivia                             1956
                    Princess Katherine......          Panama         27248-00             1986
                    Princess Marina.........          Chile            3074               1986
                    Princess Nadia..........          Panama        25829-98-A            1987
                    Princess Susana.........          Panama         25834-98             1986
                    San Antonio I...........          Panama       29307-PEXT-4           1972
                    San Ignacio I...........          Panama       29312-PEXT-1           1998
                    San Lorenzo I...........          Panama       32153-PEXT-1           1971
                    San Martin I............          Panama       29311-PEXT-2           1973
                    San Nicolas I...........          Panama       29309-PEXT-1           1982
                    San Pedro...............          Panama       32108-PEXT-1           1979
                    Santa Fe II.............          Panama       29310-PECT-3           1967




(1) The keel of the barge, Alianza G2, was laid in 1980. The barge was delivered in 1984. It was refurbished and
converted to its current use in 1994.

(2) The barge, Alianza G3, was built in 1982 and was refurbished and converted to its current use in 1993.

If one of such vessels shall be sold pursuant to the terms of this Indenture, such vessel shall cease to be a
Mortgaged Vessel from and after the Sale Date. A Qualified Substitute Vessel or a Substitute Mortgaged Vessel
may be substituted for a Mortgaged Vessel in certain circumstances and such substituted vessel shall become a
Mortgaged Vessel upon substitution in accordance with the terms of this Indenture.

"Net Available Cash" from an Asset Sale means cash payments received therefrom (including, with respect to any
Asset Sale pursuant to Section 4.06(b), any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any
securities received as consideration, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such
properties or assets or received in any other noncash form), in each case net of (i) all legal, title and recording tax
expenses, commissions

                                                       Page 19
and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be
accrued as a liability under GAAP, as a consequence of such Asset Sale, (ii) all payments made on any
Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien
upon or other security agreement of any kind with respect to such assets, or which must, by its terms, or in order
to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such
Asset Sale, (iii) all distributions and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Sale, (iv) the deduction of appropriate amounts provided
by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other
assets disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset
Sale and (v) all Ready for Sale Costs incurred in connection with such Asset Sale, but only to the extent that such
Ready for Sale Costs directly result, in the good faith determination of the Board of Directors (which
determination shall be evidenced in the form of a resolution of the Board of Directors and delivered to the
Trustee), in the Company, a Restricted Subsidiary or a Pledgor, as the case may be, receiving greater cash
proceeds in connection with such Asset Sale than the Company or such Restricted Subsidiary, as the case may
be, would have received if such Ready for Sale Costs were not incurred.

"Net Cash Proceeds" means, with respect to any issuance or sale of Capital Stock, the cash proceeds of such
issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale
and net of taxes paid or payable as a result thereof.

"Net Event of Loss Proceeds" is defined to mean, with respect to any Event of Loss, the Event of Loss Proceeds
from such Event of Loss net of related fees and expenses and payments made to repay Indebtedness or any
other obligation outstanding at the time of such Event of Loss; provided, however, that such Indebtedness or
other obligation is either (A) secured by a Lien on the property or assets that suffered the Event of Loss or (B)
required to be paid as a result of such Event of Loss.

"Officer" means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of
the Company or any duly appointed attorney-in-fact of the Company.

"Officers' Certificate" means a certificate signed by one or more Officers, provided that any Release Certificate
(as defined in the Escrow Agreement) shall be signed by two Officers.

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

"Parent" means any Person that owns directly or indirectly all the Voting Stock of the Company.

"Permitted Excess Cash Use" means (i) the repayment of Senior Indebtedness of the Company or of a Subsidiary
Guarantor (in each case other than Indebtedness owed to an Affiliate of the Company), (ii) the investment in
Additional Assets or (iii) working capital of the Company and its Restricted Subsidiaries, but only, in the case of
this clause (iii), to the extent reasonable (as determined by the Board of Directors in good faith) in light of the
operations and prospects of the Company and its Restricted Subsidiaries.

"Permitted Flag Jurisdiction" means the Marshall Islands, the United States of America, any State of the United
States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of Liberia, the Republic of

                                                     Page 20
Panama, the Commonwealth of Bermuda, Singapore, the British Virgin Islands, the Cayman Islands, the Isle of
Man, Cyprus, the Philippines, Norway, Greece, the United Kingdom, Argentina, Malta, Brazil, Chile, Paraguay,
India, Bolivia, Spain, Uruguay and any other jurisdiction generally acceptable to institutional lenders in the
shipping industry, as determined in good faith by the Board of Directors.

"Permitted Holders" means Solimar Holdings Ltd., Inversiones Los Avellanos S.A., SIPSA S.A., and their
Affiliates as of the Issue Date. Except for a Permitted Holder specifically identified by name, in determining
whether Voting Stock is owned by a Permitted Holder, only Voting Stock acquired and held by a Person while it
is an Affiliate of one of the Permitted Holders specifically identified by name herein and as of the Issue Date will
be treated as "beneficially owned" by a Permitted Holder

"Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in (i) the Company
(including an Investment in the Securities), a Restricted Subsidiary or a Person that will, upon the making of such
Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted
Subsidiary is a Shipping Business; (ii) another Person if as a result of such Investment such other Person is
merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a
Restricted Subsidiary; provided, however, that such Person's primary business is a Shipping Business; (iii)
Temporary Cash Investments; (iv) receivables owing to the Company or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade
terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or
any such Restricted Subsidiary deems reasonable under the circumstances; (v) payroll, travel and similar
advances, and advances to ship agents, ship managers and similar advances, in each case, to cover matters that
are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business; (vi) office space and related equipment; (vii) loans or advances to
employees made in the ordinary course of business in an aggregate amount not to exceed $250,000 outstanding
at any one time; (viii) stock, obligations or securities received in settlement of debts created in the ordinary course
of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments; (ix)
agreements in respect of Hedging Obligations; (x) any partnership or joint venture that is not a Restricted
Subsidiary in an aggregate amount not to exceed $15.0 million at any one time; provided, however, that such
partnership's or such joint venture's primary business is a Shipping Business; and (xi) any other Persons not to
exceed $2.0 million in the aggregate at any one time.

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

(a) Liens securing obligations under this Indenture, the Securities and the Security Agreements;

(b) Liens existing on the Issue Date (other than Liens being released effective on the Issue Date);

(c) Liens granted after the Issue Date in favor of the Holders;

(d) Liens with respect to the assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the
Company to secure Indebtedness owing to the Company by such Restricted Subsidiary;

(e) Liens for crews' wages (including the wages of a master and the wages of stevedores employed directly by a
Vessel) and pledges or deposits by such Person under worker's compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the
payment of Indebtedness) or

                                                       Page 21
leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a
party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case
Incurred in the ordinary course of business;

(f) Liens imposed by law, for sums that are not yet due, are being contested in good faith by appropriate
proceedings or are fully insured (other than customary deductibles) or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be proceeding with an appeal or other
proceedings for review;

(g) Liens for property taxes not yet subject to penalties for nonpayment or which are being contested in good
faith and by appropriate proceedings;

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

(i) Liens securing such Person's reimbursement obligations in connection with letters of credit issued for the
account of such Person in connection with the establishment of the financial responsibility thereof under Title 33
Code of Federal Regulations Part 138 or Title 46 Code of Federal Regulations Part 540;

(j) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to
the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the
aggregate materially adversely affect the value of said properties or materially impair their use in the operation of
the business of such Person;

(k) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs,
improvements or additions to, property of such Person, including Vessels; provided, however, that the Lien may
not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is Incurred
(except property already subject to a Lien in connection with financing by the same financing source pursuant to
the same financing scheme); provided further that no such Liens shall extend to any property constituting
Collateral or to any Capital Stock that at such time is not part of the Collateral as a result of the application of the
provisions set forth in Section 11.01(i);

(l) Liens on receivables of the Company and its Restricted Subsidiaries or on receivables of Ultrapetrol
International S.A. to secure Indebtedness permitted under Section 4.03(b)(1);

(m) Liens on property or shares of Capital Stock of another Person (other than a Subsidiary Guarantor) at the
time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not
created, incurred or assumed in connection with, or in contemplation of, such other Person becoming such a
Subsidiary; provided further, however, that such Lien may not extend to any other property owned by such
Person or any of its Subsidiaries;

(n) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any
acquisition by means of

                                                       Page 22
a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that such
Liens may not extend to any other property owned by such Person or any of its Subsidiaries;

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

(p) any Lien which arises in favor of an unpaid seller in respect of goods, plant or equipment sold and delivered
to the Company in the ordinary course of business until payment of the purchase price for such goods or plant or
equipment or any other goods, plant or equipment previously sold and delivered by that seller (except to the
extent that such Lien secures Indebtedness or arises otherwise than due to deferment of payment of purchase
price);

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

(r) Liens to secure any Refinancing (or successive Refinancings) or replacement as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clauses (a),(b), (k), (m) and (n); provided,
however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien
(plus improvements to or on such property), (y) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, the committed
amount of the Indebtedness described under clause (a), (b), (k), (m) or (n) at the time the original Lien became a
Permitted Lien and (B) an amount necessary to pay any fees and expenses, including premiums, related to such
Refinancing and (z) such Lien need not be Incurred at the same time the original Lien is released;

(s) charters, leases or subleases granted to others in the ordinary course of business that are subject to the
relevant Mortgage and that do not materially interfere with the ordinary course of business of such Person and its
Restricted Subsidiaries, taken as a whole;

(t) (A) Liens in favor of the Company or any Subsidiary Guarantor, (B) Liens arising from the rendering of a final
judgment or order against such Person that does not give rise to an Event of Default and (C) Liens securing
reimbursement obligations with respect to letters of credit that encumber documents and other property relating
to such letters of credit and products and proceeds thereof;

(u) Liens in favor of customers and revenue authorities arising as a matter of law to secure payment of custom
duties in connection with the importation of goods;

(v) Liens for salvage and general average;

(w) Liens, including any existing or future Liens, to secure Indebtedness permitted under Section 4.03(b)(10);
provided, however, that no such Liens shall extend to any property constituting Collateral or to any Capital Stock
that at such time is not part of the Collateral as a result of the application of the provisions set forth in Section
11.01(i); and

(x) Liens securing Indebtedness not in excess of $25.0 million in the aggregate at any time outstanding; provided,
however, that no such Liens shall extend to any property constituting Collateral or to any

                                                      Page 23
Capital Stock that at such time is not party the Collateral as a result of the application of the provisions set forth in
Section 11.01(i).

Notwithstanding the foregoing, "Permitted Liens" will not include any Lien described in clause (k), (m) or (n)
above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available
Cash pursuant to Section 4.06 or acquired pursuant to a Permitted Excess Cash Use. For purposes of this
definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness.

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

"Pledgor" means any of Maritima SIPSA S.A., UABL S.A. and Riverpar S.A. for so long as such entity owns a
Mortgaged Vessel.

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

"Princely" means Princely International Finance Corp., a Panamanian corporation, and its successors.

"principal" of a Security means the principal of the Security plus the premium, if any, payable on the Security
which is due or overdue or is to become due at the relevant time.

"Private Exchange Securities" has the meaning assigned thereto in

           the Rule 144A/Regulation S/IAI Appendix hereto.

                       "Public Equity Offering" means an underwritten primary public
           offering of common stock of the Company or Parent (i) pursuant to an effective
           registration statement under the Securities Act or (ii) in an offshore offering
           pursuant to Regulation S under the Securities Act, so long as such common stock
           shall be listed for trading on a Designated Offshore Securities Market (as such
           term is defined in the Securities Act).




"Public Market" means any time after (x) a Public Equity Offering has been consummated and (y) at least 15% of
the total issued and outstanding common stock of the Company or Parent has been distributed by means of an
effective registration statement under the Securities Act or is eligible for distribution pursuant to Rule 144(k)
under the Securities Act or is listed for trading on any nationally recognized securities quotation or any Designated
Offshore Securities Market (as such term is defined in the Securities Act).

"Purchase Money Indebtedness" means Indebtedness (including Capital Lease Obligations) (1) consisting of the
deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement,
other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness,
in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being
financed, and (2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset,
including additions and improvements, in the ordinary course of business; provided, however, that any Lien
arising in connection with any such Indebtedness shall be limited to the specific asset being financed (except
property already subject to a Lien in connection with a financing by the same financing source pursuant to the
same financing scheme) or, in the case of real property or fixtures, including additions and

                                                        Page 24
improvements, the real property on which such asset is attached.

"Qualified Substitute Vessel" means, as of any date, one or more Vessels which (i) are not Mortgaged Vessels as
of such date, (ii) will be, upon acquisition thereof wholly owned by a Restricted Subsidiary of the Company or, if
the Vessel is replacing the Princess Marina prior to the date of the sale by Maritima SIPSA S.A. of the Princess
Marina to the Company or a Restricted Subsidiary, Maritima SIPSA S.A., (iii) are registered under the laws of a
Permitted Flag Jurisdiction and (iv) have an Appraised Value (which for these purposes shall be deemed to
include any credit (as certified in writing in the form of an Officers' Certificate and delivered to the Trustee)
(which has not previously been applied) to which the Company shall be entitled arising from the tender on a
previous occasion of a Qualified Substitute Vessel having an Appraised Value in excess of the Appraised Value
of the Sold Mortgaged Vessel or the Lost Mortgaged Vessel in substitution for which it was tendered) at the
Vessel Tender Date applicable to the last Vessel being tendered in substitution for any Sold Mortgaged Vessel or
Lost Mortgaged Vessel at least equal to the Vessel for which it is being substituted, assuming compliance by the
applicable Subsidiary Guarantor with all the terms of this Indenture and the applicable Mortgage.

"Quotation Agent" means the Reference Treasury Dealer selected by the Trustee after consultation with the
Company.

"Ready for Sale Cost" is defined to mean, with respect to a Vessel or Vessels (including any Mortgaged Vessel)
to be sold or leased (under a Capital Lease Obligation) by the Company or any Subsidiary Guarantor, the
aggregate amount of all expenditures incurred to bring such Vessel or Vessels to the condition and location
necessary or desirable to market such Vessel or Vessels for sale or lease, or necessary for its intended use by the
purchaser or lessor thereof, including any and all vessel preparation and transportation expenses (including crew
wages and transit insurance), loading and discharge expenses, inspections, appraisals, repairs, modifications,
additions, improvements, permits and licenses in connection with such sale or lease.

"Ready for Sea Cost" is defined to mean, with respect to a Vessel or Vessels (including any Qualified Substitute
Vessel) to be acquired or leased (under a Capital Lease Obligation) by the Company or any Subsidiary
Guarantor, the aggregate amount of all expenditures incurred to acquire or construct and bring such Vessel or
Vessels to the condition and location necessary for its intended use, including any and all vessel preparation and
transportation expenses, loading and discharge expenses, inspections, appraisals, repairs, modifications,
additions, improvements, permits and licenses in connection with such acquisition or lease; provided that in each
case such expenditures would be classified and accounted for as "property, plant and equipment" in accordance
with GAAP.

"Receivables" means at any date of determination all receivables accounted for on the consolidated balance sheet
of Ultrapetrol International S.A. as of the end of the most recent fiscal quarter for which financial statements are
publicly available in accordance with GAAP plus an amount equal to the receivables reasonably expected to be
established on such balance sheet upon completion of voyages in progress at such date by Ultrapetrol
International S.A.'s chartered-in vessels.

"Reference Treasury Dealer" means Credit Suisse First Boston LLC and its successors and assigns and two
other nationally recognized investment banking firms selected by the Company that are primary U.S. Government
securities dealers.

"Reference Treasury Dealer Quotations" means with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue,

                                                      Page 25
expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding
such redemption date.

"Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem,
defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced"
and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means Indebtedness that Refinances any Indebtedness of the Company or any
Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including
Indebtedness that Refinances Refinancing Indebtedness; provided, however, that (i) such Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced, (ii)
such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is
equal to or greater than the Average Life of the Indebtedness being Refinanced and (iii) such Refinancing
Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; provided further, however, that Refinancing
Indebtedness shall not include (x) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or
(y) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted
Subsidiary.

"Restricted Payment" with respect to any Person means (i) the declaration or payment of any dividends or any
other distributions of any sort in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital
Stock (other than dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and
dividends or distributions payable solely to the Company or a Restricted Subsidiary, and other than pro rata
dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority
stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a
corporation)); (ii) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of
the Company held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the
Company (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital
Stock (other than into Capital Stock of the Company that is not Disqualified Stock); (iii) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations (other than the
purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of
acquisition); or (iv) the making of any Investment (other than a Permitted Investment) in any Person.

"Restricted Subsidiary" means the Subsidiary Guarantors and any other Subsidiary of the Company that is not an
Unrestricted Subsidiary.

"Riverpar S.A." means Riverpar S.A., an indirect subsidiary of Ultrapetrol (Bahamas) Limited incorporated under
the laws of Paraguay and its successors.

"Sale Equivalent Portion" in respect of Bareboat Charter Funds received by the Company, its Subsidiary
Guarantors or the Pledgors in respect of a Mortgaged Vessel subject to a Bareboat Charter means the excess of
such Bareboat Charter Funds over the product of the EBITDA Portion and such Bareboat

                                                      Page 26
Charter Funds.

"Sale Excess Proceeds" is defined to mean the amount of excess Net Available Cash from Asset Sales not
applied (or committed to be applied) as set forth in Section 4.06(b)(i).

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

"Sale Redemption Price" means, per $1,000 principal amount of Security, the sum, as calculated by the
Company, of (a) the greater of (i) 100% of such principal amount and (ii)(x) if such redemption date is on or after
November 24, 2009, the redemption price then applicable as described in paragraph 5 of the Securities or (y) if
such redemption date is prior to November 24, 2009, the sum of the remaining scheduled payments of principal
and interest on such Security, as discounted to their present values to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Adjusted Treasury Rate,
and (b) accrued and unpaid interest on such Security to the redemption date.

"SEC" means the Securities and Exchange Commission.

"Secured Indebtedness" means any Indebtedness of the Company secured by a Lien.

"Securities" has the meaning assigned thereto in the Rule

                     144A/Regulation S/IAI Appendix hereto.

                                    "Securities Act" means the Securities Act of 1933.




"Security Agreements" means the Escrow Agreement, Mortgages, assignments of Charters, assignments of
freights and hires and assignments of insurance and any other instruments or documents entered into or delivered
in connection with any of the foregoing, as such agreements, instruments or documents may from time to time be
amended in accordance with the terms hereof and thereof.

"Senior Indebtedness" of any Person means (i) Indebtedness of such Person, whether outstanding on the Issue
Date or thereafter Incurred, and (ii) accrued and unpaid interest (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is
allowed in such proceeding) in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced
by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or
liable unless, in the case of (i) and (ii), in the instrument creating or evidencing the same or pursuant to which the
same is outstanding, it is provided that such obligations are subordinate in right of payment to the Securities or the
related Subsidiary Guarantee; provided, however, that Senior Indebtedness shall not include (1) any obligation of
such Person to any subsidiary of such Person, (2) any liability for Federal, state, local or other taxes owed or
owing by such Person, (3) any accounts payable or other liability to trade creditors arising in the ordinary course
of business
(including guarantees thereof or instruments evidencing such liabilities), (4)
any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or
junior in any respect to any other Indebtedness or other obligation of such Person or (5) that portion of any
Indebtedness which at the time of Incurrence is Incurred in violation of this Indenture.

"Shipping Business" means the ownership or operation of Vessels and any activities within the ship owning and
shipping industries and all businesses which are complementary, incidental, related or ancillary to any such

                                                       Page 27
activities, industries and businesses, including owning barges and all kind of floating vessels or crafts, floating
storage production units, storage tanks and terminals, salvage, port facilities and services, pipelines and all kinds
of loading and discharging facilities and equipment related thereto (including any investment in real estate in
respect of the foregoing).

"Shipping Business Assets" means any assets used in the ordinary course of the Shipping Business.

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

"SIPSA S.A." means SIPSA S.A., a company organized under the laws of Chile.

"Solimar Holdings Ltd." means Solimar Holdings Ltd., a company organized under the laws of Bermuda.

"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on
which the final payment of principal of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase of such security at the option of
the holder thereof upon the happening of any contingency unless such contingency has occurred).

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

"Subsidiary" means, in respect of any Person, any corporation, association, partnership or other business entity of
which more than 50% of the total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

"Subsidiary Guarantor" means Princely International Finance Corp. and each Subsidiary of the Company,
whether now owned or hereafter formed, that executes and delivers a Subsidiary Guarantee.

"Subsidiary Guarantee" means a Guarantee of the Company's obligations with respect to the Securities issued by
a Subsidiary of the Company.

"Substitute Mortgaged Vessel" is defined to mean, as of any date, one or more Vessels which (i) are not
Mortgaged Vessels as of such date, (ii) will be owned by a Restricted Subsidiary of the Company, (iii) are
registered under the laws of a Permitted Flag Jurisdiction and (iv) have an Appraised Value at the Vessel
Substitution Date at least equal to the Appraised Value of the Mortgaged Vessel for which it is being substituted,
assuming compliance by the applicable Subsidiary Guarantor with all the terms of this Indenture and the
applicable Mortgage.

"Temporary Cash Investments" means any of the following: (i) any investment in direct obligations of the United
States of America or any agency thereof or obligations guaranteed by the United States of America or any
agency thereof; (ii) investments in time deposit accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition

                                                       Page 28
thereof issued by (A) any bank or trust company organized under the laws of Argentina or Brazil; provided that,
with respect to the Company, the aggregate amount of such deposits shall not exceed $10.0 million at any time,
and (B) a bank or trust company which is organized under the laws of the United States of America, any state
thereof or any foreign country recognized by the United States, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $50,000,000 (or the foreign currency equivalent thereof)
and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market
fund sponsored by a registered broker dealer or mutual fund distributor; (iii) repurchase obligations with a term of
not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank
meeting the qualifications described in clause (ii) above; (iv) investments in commercial paper, maturing not more
than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any foreign country recognized by
the United States of America with a rating at the time as of which any investment therein is made of "P-1" (or
higher) according to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's
Ratings Group; and (v) investments in securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least "A" by Standard & Poor's Ratings Group or "A"
by Moody's Investors Service, Inc.

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

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

"Trust Officer" means any officer or assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

"UABL S.A." means UABL S.A., an indirect subsidiary of Ultrapetrol (Bahamas) Limited incorporated under the
laws of Argentina and its successors.

"Uniform Commercial Code" means the New York Uniform Commercial Code as in effect from time to time.

"Unrestricted Subsidiary" means (i) any Subsidiary of the Company (other than a Subsidiary Guarantor) that at
the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner
provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed Subsidiary (other than a Subsidiary
Guarantor)) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the
Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under Section 4.04. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to
such designation (x) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (y) no
Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced
to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect
to such designation and an Officers' Certificate certifying that such designation complied with the foregoing
provisions.

                                                      Page 29
"U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's
option.

"Vessel" means a tanker, bulk carrier, barge, liquid petroleum gas/liquid natural gas tanker, chemical carrier, bulk
carrier, container vessel, reefer vessel, tug boat, push boat, off shore supply vessel, floating storage production
unit, barge and in general any floating craft whose purpose may be partially or wholly to deploy, procure,
process, transport, load, discharge, transfer or store lawful commodities or to transport crew, personnel or
passengers, and all related spares, stores, equipment, additions and improvement equipment related to such work
whether it is attached to such vessel or not. It will also include any participation in the described vessels by joint
venture or other commercial forms of participation.

"Vessel Percentage" is defined to mean as of and after any Sale Date or the Loss Date, as the case may be, and
prior to any subsequent adjustment as provided below, for each of the initial Mortgaged Vessels and the
Escrowed Property, the percentage set forth below opposite such Mortgaged Vessel:

                      Vessel                                                         Percentage
                      ------                                                         ----------
                      Alianza G2                                                       2.27
                      Alianza G3                                                       2.07
                      Alianza Compana                                                  0.51
                      Alianza Rosario                                                  0.51
                      Cavalier I                                                       0.54
                      Cavalier II                                                      0.45
                      Cavalier III                                                     0.70
                      Princess Katherine                                               13.80
                      Princess Marina                                                  9.20
                      Princess Nadia                                                   14.31
                      Princess Susana                                                  13.67
                      San Antonio I                                                    0.66
                      San Ignacio I                                                    1.68
                      San Lorenzo I                                                    0.47
                      San Martin I                                                     0.89
                      San Nicolas I                                                    0.61
                      San Pedro                                                        0.75
                      Santa Fe II                                                      0.44
                      Aggregate of 193 barges                                          21.13
                      Escrowed Property                                                15.34
                         Total.......................................                 100.0%




* Reflects the aggregate Vessel Percentage represented by the 193 barges that are Mortgaged Vessels under this
Indenture as of the Issue Date, with each barge having an individual Vessel Percentage of approximately 0.13%.

; provided, however, that each Vessel Percentage shall be adjusted, in connection with any redemption of the
Securities following a Sale or Loss of a Mortgaged Vessel, in each case to give effect to the occurrence of, and
after giving effect to, (i) the acquisition of a Vessel with Escrowed Property and the delivery of a Mortgage with
respect to such Vessel, (ii) the delivery after the Issue Date of any Qualified Substitute Vessel as part of the
Collateral pursuant to the terms of this Indenture, (iii) the delivery after the Issue Date of any other Vessel as part
of the Collateral, (iv) an Event of Loss after the Issue Date with respect to any Mortgaged Vessel, (v) the sale
after the Issue Date of any Mortgaged Vessel, in each case effected in accordance with the terms of this

                                                       Page 30
Indenture, to be, for each Mortgaged Vessel remaining after such an occurrence, the percentage that the
Appraised Value of such Mortgaged Vessel at the time of and after giving effect to such occurrence bears to the
sum of the aggregate Appraised Value of the remaining Mortgaged Vessels at the time of and after giving effect to
such occurrence plus the amount of Escrowed Property then remaining as part of the Collateral. Notwithstanding
the foregoing, if any Vessel Percentage is required to be calculated or adjusted at a time when cash is on deposit
with the Trustee as part of the Collateral as a result of the sale of a Mortgaged Vessel or the occurrence of an
Event of Loss with respect to a Mortgaged Vessel, the amount of such cash on deposit shall be deemed to be the
Appraised Value of such Vessel giving rise to such cash on deposit and such Vessel shall be deemed to remain a
Mortgaged Vessel for purposes of such computation or adjustment of Vessel Percentage. The Company shall
make all calculations provided for herein and shall, for any such calculations made after the Issue Date, provide to
the Trustee an Officers' Certificate certifying that such calculations were performed in accordance the provisions
hereof.

"Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests)
of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof.

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

SECTION 1.02. Other Definitions.

                                                                                         Defined in
                                         Term                                             Section
                                         ----                                             -------
             "Additional Amounts".........................................                   4.17
             "Affiliate Transaction"......................................                   4.08
             "Appendix"...................................................                   2.01
             "Bankruptcy Law".............................................                   6.01
             "covenant defeasance option".................................                   8.01(b)
             "Custodian"..................................................                   6.01
             "Event of Default"...........................................                   6.01
             "Excess Proceeds Offer"......................................                   4.16(b)
             "Excess Proceeds Payment"....................................                   4.16(b)
             "Excluded Holder"............................................                   4.17
             "legal defeasance option"....................................                   8.01(b)
             "Legal Holiday"..............................................                  14.08
             "Loss Date"..................................................                   4.14
             "Lost Mortgaged Vessel"......................................                   4.14
             "Mortgaged Vessel Asset".....................................                   4.06(a)
             "Notification Date"..........................................                   4.14
             "Obligations"................................................                  10.01
             "Offer Amount"...............................................                   4.16(c)
             "Offer Period"...............................................                   4.16(c)
             "Paying Agent"...............................................                   2.03
             "Pledged Collateral".........................................                  11.01
             "Pledged Shares".............................................                  11.01
             "Proceeds Receipt Date"......................................                   4.14
             "Purchase Date"..............................................                   4.16(c)
             "Redemption Amount"..........................................                   4.14
             "Registrar"..................................................                   2.03
             "Release Notice".............................................                  12.04
             "Sale Date"..................................................                   4.14
             "Sold Mortgaged Vessel"......................................                   4.14
             "Successor Company"..........................................                   5.01(a)
             "Taxes"......................................................                   4.17




                                                     Page 31
              "Tendered Vessel Owner"......................................                   4.16(a)
              "Trust Moneys"...............................................                  13.01
              "Vessel Substitution Date"...................................                  12.13
              "Vessel Tender Date".........................................                   4.16(a)




SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory
provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

"Commission" means the SEC;

"indenture securities" means the Securities and the Subsidiary Guarantees;

"indenture security holder" means a Securityholder;

"indenture to be qualified" means this Indenture;

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

"obligor" on the indenture securities means the Company each Subsidiary Guarantor and any other obligor on the
indenture securities.

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

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;

(4) "including" means including without limitation;

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

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

(7) secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness
merely because it has a junior priority with respect to the same collateral;

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

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

                                                       Page 32
and

(10) all references to the date the Securities were originally issued shall refer to the date the Initial Securities were
originally issued.

                                                     ARTICLE 2

                                                    The Securities

SECTION 2.01. Form and Dating. Provisions relating to the Initial Securities, the Private Exchange Securities
and the Exchange Securities are set

          forth in the Rule 144A/Regulation S/IAI Appendix attached hereto (the
          "Appendix") which is hereby incorporated in and expressly made part of this
          Indenture. The Initial Securities and the Trustee's certificate of
          authentication shall be substantially in the form of Exhibit 1 to the Appendix
          which is hereby incorporated in and expressly made a part of this Indenture. The
          Exchange Securities, the Private Exchange Securities and the Trustee's
          certificate of authentication shall be substantially in the form of Exhibit A,
          which is hereby incorporated in and expressly made a part of this Indenture. The
          Securities may have notations, legends or endorsements required by law, stock
          exchange rule, agreements to which the Company is subject, if any, or usage
          (provided that any such notation, legend or endorsement is in a form acceptable
          to the Company). Each Security shall be dated the date of its authentication.
          The terms of the Securities set forth in the Appendix and Exhibit A are part of
          the terms of this Indenture.




SECTION 2.02. Execution and Authentication. One Officer shall sign the Securities for the Company by manual
or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities
and may be in facsimile form.

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

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of
authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

The Trustee shall authenticate and deliver Securities for original issue in aggregate principal amount of $180.0
million upon a written order of the Company signed by an Officer of the Company. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original issue of Securities is to be
authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed that amount
except as provided in Section 2.06.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the
Securities. Unless limited by the terms of such appointment, 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 any Registrar, Paying Agent or agent
for service of notices and demands.

SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities
may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The

                                                        Page 33
Company may have one or more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar
not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar or Paying Agent or to notify the Trustee
as provided in the previous sentence, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date of the principal and interest on
any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest
when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not
the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.06. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Security if the requirements of
Section 8-401(1) of the Uniform Commercial Code are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity
bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced.
The Company and the Trustee may charge the Holder for their expenses in replacing a Security.

Every replacement Security is an additional Obligation of the Company.

SECTION 2.07. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancelation and those described in this Section as
not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security.

If a Security is replaced pursuant to Section 2.06, it ceases to be outstanding unless the Trustee and the
Company receive proof satisfactory to

                                                      Page 34
them that the replaced Security is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or
maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities
(or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.08. Temporary Securities. Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the
form of definitive Securities but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive
Securities and deliver them in exchange for temporary Securities.

SECTION 2.09. Cancelation. The Company at any time may deliver Securities to the Trustee for cancelation.
The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to
the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancelation and deliver a certificate of such destruction to the Company unless the
Company directs the Trustee to deliver canceled Securities to the Company. The Company may not issue new
Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancelation.

SECTION 2.10. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the
Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent
special record date. The Company shall fix or cause to be fixed any such special record date and payment date
to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the
special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.11. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

SECTION 2.12. Transfer and Exchange. The Securities shall be issued in registered form and shall be
transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as
requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met.
When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's request. The Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any
transfer or exchange pursuant to this Section (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.11 and 9.05). The
Company shall not be required to

                                                      Page 35
make and the Registrar need not register transfers or exchanges of Securities selected for redemption (except, in
the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a
period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date.

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

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

                                                     ARTICLE 3

                                                     Redemption

SECTION 3.01. Notices to Trustee. If the Company elects to redeem Securities pursuant to paragraph 5 of the
Securities or is required to redeem Securities pursuant to paragraph 6 of the Securities, it shall notify the Trustee
in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the
Securities pursuant to which the redemption will occur.

If the Company is required to redeem Securities pursuant to paragraph 6 of the Securities, it may reduce the
principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the
Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a
credit for redeemed or canceled Securities that the Company has not previously delivered to the Trustee for
cancelation, it shall deliver such Securities with the notice.

The Company shall give each notice to the Trustee provided for in this Section not less than 45 days nor more
than 60 days before the redemption date unless the Trustee consents in writing to a shorter period. Such notice
shall be accompanied by an Officers' Certificate and an Opinion of Counsel from the Company to the effect that
such redemption will comply with the conditions herein.

SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than all the Securities are to be redeemed,
the Trustee shall select the Securities to be redeemed pro rata to the extent practicable. The Trustee shall make
the selection from outstanding Securities not previously called for redemption. The Trustee may select for
redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and
portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be
redeemed.

SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date for
redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at such Holder's registered address.

                                                       Page 36
The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price or the method of calculating such redemption price pursuant to this Indenture;

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

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

(5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the
particular Securities to be redeemed;

(6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion
thereof) called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Securities pursuant to which the Securities called for redemption are being redeemed;
and

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

At the Company's written request, the Trustee shall give the notice of redemption in the Company's name and at
the Company's expense. In such event, the Company shall provide the Trustee with the information required by
this Section.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption price stated in the notice.
Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice,
plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date). Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. At least one Business Day prior to the redemption date, the
Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities
to be redeemed on that date other than Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancelation.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for the Holder (at the Company's expense) a new
Security equal in principal amount to the unredeemed portion of the Security surrendered.

                                                   ARTICLE 4

                                                    Covenants

SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest on the
Securities on the dates and in the manner

                                                      Page 37
provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if
on such date the Trustee or the Paying Agent holds in accordance with this Indenture immediately available funds
sufficient to pay all principal and interest then due.

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

SECTION 4.02. SEC Reports. The Company shall file with the Trustee and provide Securityholders, within 15
days after it files them with the SEC, copies of its annual report and the information, documents and other reports
which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (if any).
Notwithstanding that the Company may not be required to remain subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act applicable to a "foreign private issuer" (as such term is defined in Rule
3b-4 under the Exchange Act), the Company shall file with the SEC and furnish to the Trustee and
Securityholders (i) within 120 days from the end of each fiscal year, an annual report on Form 20-F (or any
successor form) containing the information required to be contained therein for such fiscal year, and (ii) within 45
days from the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing
unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity
and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for
and as of the end of each of such quarters (with comparable financial statements for such quarter of the
immediately preceding fiscal year). In each such report, the Company shall disclose in reasonable detail its
calculation of EBITDA for the twelve-month period ended as of the end of such fiscal year or such fiscal quarter,
as applicable. The Company also shall comply with the other provisions of TIA ss. 314(a).

SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness except that the Company and its Subsidiary
Guarantors may Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto, the
Consolidated Coverage Ratio exceeds 2.0 to 1.0.

(b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur, directly
or indirectly, any or all of the following Indebtedness:

(1) Indebtedness of the Company and the Subsidiary Guarantors Incurred pursuant to a working capital line of
credit in an amount which, when added together with the amount of all other Indebtedness Incurred pursuant to
this clause (1) and then outstanding does not exceed $15.0 million;

(2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that any
subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or
another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness
by the Company;

(3) the Securities;

(4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2), (3) or (10)
of this Section 4.03(b));

(5) Refinancing Indebtedness in respect of Indebtedness Incurred

                                                      Page 38
pursuant to Section 4.03(a) or pursuant to clause (3), (4), this clause
(5) or clause (8) below;

(6) Indebtedness (A) in respect of performance, surety, appeal or similar bonds provided in the ordinary course
of business, and (B) arising from agreements providing for indemnification, adjustment of purchase price or similar
obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations
of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business or assets of the Company or any of its Restricted Subsidiaries,
including all or any interest in any Restricted Subsidiary, and not exceeding the gross proceeds therefrom, other
than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business or assets of
the Company or any of its Restricted Subsidiaries for the purpose of financing such acquisition;

(7) Hedging Obligations consisting of Interest Rate Agreements or Currency Agreements directly related to
Indebtedness permitted to be Incurred by the Company pursuant to this Indenture;

(8) Purchase Money Indebtedness Incurred to finance the acquisition by the Company or a Restricted Subsidiary
of additional Vessels or Shipping Business Assets; provided, however, that, at the date of such Incurrence, the
amount of such Indebtedness shall not exceed 80% of the cost of acquiring such Vessel or such Shipping
Business Assets, including the purchase price of such Vessel or such Shipping Business Assets under the
Acquisition Contract in respect thereof plus any Ready for Sea Cost;

(9) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by a
Subsidiary Guarantor of Indebtedness Incurred pursuant to clause (3) or (4) or pursuant to clause
(5) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness
Incurred pursuant to clause
(3) or (4);

(10) Indebtedness Incurred by the Company or any Restricted Subsidiary pursuant to any IFC Loan Agreement
in an aggregate principal amount which, when added together with the amount of all other Indebtedness Incurred
pursuant to this clause (10) and then outstanding, does not exceed $40.0 million; and

(11) Indebtedness of the Company, the Subsidiary Guarantors and other Restricted Subsidiaries in an aggregate
principal amount which, together with all other Indebtedness of the Company outstanding on the date of such
Incurrence (other than Indebtedness permitted by clauses (1) through (10) above or paragraph (a)), does not
exceed $15.0 million; provided that the aggregate principal amount of Indebtedness that may be Incurred
pursuant to this clause (11) by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed $10.0
million at any time outstanding.

(c) Notwithstanding the foregoing, the Company shall not Incur any Indebtedness pursuant to Section 4.03(b) if
the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such
Indebtedness shall be subordinated to the Securities to at least the same extent as such Subordinated Obligations.

(d) For purposes of determining compliance with this Section 4.03, (i) in the event that an item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole
discretion, will classify such item

                                                      Page 39
of Indebtedness in any manner that complies with this covenant and only be required to include the amount and
type of such Indebtedness in one of the above clauses and (ii) an item of Indebtedness may be divided and
classified in more than one of the types of Indebtedness.

SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any
Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or
would result therefrom); (2) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to
Section 4.03(a); or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments since
the Issue Date would exceed the sum of:

(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the
beginning of the fiscal quarter during which the Securities are originally issued to the end of the most recent fiscal
quarter for which financial statements are publicly available prior to the date of such Restricted Payment (or, in
case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);

(B) the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock
(other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the
Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the
Company or any of its Subsidiaries for the benefit of their employees to the extent such issuance or sale is
financed with proceeds of debt provided by the Company or any Subsidiary of the Company);

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

(D) an amount equal to the sum of (i) the net reduction in Investments in Unrestricted Subsidiaries resulting from
dividends, repayments of loans or advances or other transfers of assets, in each case to the Company or any
Restricted Subsidiary from Unrestricted Subsidiaries, and (ii) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not
exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary; and

(E) $7.5 million

(b) The provisions of Section 4.04(a) shall not prohibit:

(i) any Restricted Payment made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or
any of its Subsidiaries for the benefit of their employees); provided, however, that (A) the amount of such
Restricted Payment shall be

                                                       Page 40
excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale
shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B);

(ii) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of
Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Indebtedness of the Company or a Subsidiary Guarantor which is permitted to be Incurred pursuant to Section
4.03; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

(iii) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend
would have complied with this covenant; provided, however, that at the time of payment of such dividend, no
other Default shall have occurred and be continuing (or result therefrom); provided further, however, that such
dividend shall be included in the calculation of the amount of Restricted Payments; or

(iv) the repurchase or other acquisition of shares of, or options to purchase shares of, common stock of the
Company or any of its Subsidiaries from employees, former employees, directors or former directors of the
Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or
former directors), pursuant to the terms of agreements (including employment agreements) or plans (or
amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are
granted the option to purchase or sell, shares of such common stock; provided, however, that the aggregate
amount of such repurchases and other acquisitions shall not exceed $250,000 in any calendar year; provided
further, however, that such repurchases and other acquisitions shall be excluded in the calculation of the amount
of Restricted Payments.

SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall
not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay
dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay
any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of
its property or assets to the Company, except:

(i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;

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

(iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness or Preferred
Stock Incurred pursuant to an agreement referred to in clause (i) or (ii) of this

                                                       Page 41
covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this
covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any such refinancing agreement or amendment are in the aggregate no less
favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary
contained in such predecessor agreements;

(iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing
leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;

(v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing
Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject
to such security agreements or mortgages;

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

(vii) any such restriction applicable to a Restricted Subsidiary contained in agreements evidencing or relating to
Purchase Money Indebtedness of such Restricted Subsidiary.

SECTION 4.06. Limitation on Asset Sales. (a) The Company shall not, and shall not permit any Restricted
Subsidiary to engage in Asset Sales of Collateral (other than an Incidental Asset and other than pledged Capital
Stock of a Subsidiary that is not a Subsidiary Guarantor); provided, however, that (i) the Company or a
Restricted Subsidiary may sell all the Capital Stock of a Subsidiary Guarantor and (ii) a Subsidiary Guarantor
may sell a Mortgaged Vessel (together with the applicable charters, freights and hires and other related
agreements) or transfer a Mortgaged Vessel pursuant to a Bareboat Charter (any such asset proposed to be sold
or transferred pursuant to this clause (ii) is referred to herein as a "Mortgaged Vessel Asset"), if such sale or
transfer of a Mortgaged Vessel Asset shall be made in compliance with each of the following conditions:

(i) no Default shall have occurred and be continuing;

(ii) the sale or transfer shall be effected in a commercially reasonable manner as determined by the Board of
Directors and evidenced by a board resolution;

(iii) the entire consideration for such sale, and all Bareboat Charter Funds in respect of a Bareboat Charter, shall
be cash, which shall be not less than the Appraised Value of such Mortgaged Vessel Asset determined within 90
days prior to the date of such sale;

(iv) funds in an amount equal to the Net Available Cash (or the Sale Equivalent Portion of Bareboat Charter
Funds) shall be paid in full directly to the Trustee as Collateral and shall be received by the Trustee free of any
Lien (other than the Lien of this Indenture and the Security Agreements); and

(v) the Company shall have complied with the other provisions of this Indenture applicable to such sale;

                                                        Page 42
provided further, however, that the Appraised Value of all Mortgaged Vessels subject to Bareboat Charters shall
not exceed 10% of the aggregate of the Appraised Values (as of a date not more than 90 days prior to such
Bareboat Charter) of all the Mortgaged Vessels.

The Company shall apply the proceeds from such sale as described under Sections 4.14, 4.15 and 4.16.

(b) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any Asset Sales
(other than Asset Sales permitted by Section 4.06(a)) unless (x) (A) such Asset Sale is by a Restricted
Subsidiary that is not a Subsidiary Guarantor or (B) such Asset Sale is the sale of an Incidental Asset or of the
pledged Capital Stock of a Subsidiary that is not a Subsidiary Guarantor and (y) in the event and to the extent
that the Net Available Cash received by the Company or any such Restricted Subsidiary from one or more of
such Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceeds $12.5
million, then the Company shall or shall cause such Restricted Subsidiary to, within 30 days after the date Net
Available Cash so received exceeds $12.5 million in any period of 12 consecutive months, apply an amount
equal to such Net Available Cash either (i) toward a Permitted Excess Cash Use or (ii) treat (no later than the
end of such 30-day period) such excess Net Available Cash (to the extent not applied pursuant to clause (i)
above) as Sale Excess Proceeds.

SECTION 4.07. Limitation on Lines of Business. The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, engage in any business other than the Shipping Business.

SECTION 4.08. Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property, employee compensation arrangements or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless the terms thereof (1) are no less favorable to the
Company or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm's-
length dealings with a Person who is not such an Affiliate, (2) if such Affiliate Transaction involves an amount in
excess of $500,000, (i) are set forth in writing and (ii) have been approved by a majority of the members of the
Board of Directors having no personal stake in such Affiliate Transaction and
(3) if such Affiliate Transaction (other than chartering contracts or contracts for the transportation of cargo not in
excess of 13 months) involves an amount in excess of $2,000,000, have been determined by a reasonably
appropriate independent qualified appraiser given the size and nature of the transaction to be fair, from a financial
standpoint, to the Company and its Restricted Subsidiaries.

(b) The provisions of Section 4.08(a) shall not prohibit (i) any Permitted Investment or Restricted Payment
permitted to be paid pursuant to Section 4.04, (ii) any issuance of securities, or other payments, awards or grants
in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock
ownership and other employee benefit plans approved by the Board of Directors, (iii) the grant of stock options
or similar rights to employees and directors of the Company pursuant to plans approved by the Board of
Directors, (iv) loans or advances to employees in the ordinary course of business in accordance with the past
practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $500,000 in the aggregate
outstanding at any one time, (v) the payment of reasonable fees to directors of the Company and its Restricted
Subsidiaries who are not employees of the Company or its Restricted Subsidiaries and (vi) any Affiliate
Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

                                                      Page 43
SECTION 4.09. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on any of its properties (including
Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, other than
Permitted Liens, without effectively providing that the Securities shall be secured equally and ratably with (or
prior to) the obligations so secured for so long as such obligations are so secured.

SECTION 4.10. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless (i) the
Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the
Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and (B) create a
Lien on such property securing such Attributable Debt without equally and ratably securing the Securities
pursuant to Section 4.09, (ii) the net proceeds received by the Company or any Restricted Subsidiary in
connection with such Sale/Leaseback Transaction are at least equal to the fair value (as determined by the Board
of Directors) of such property and (iii) the Company applies the proceeds of such transaction in compliance with
Section 4.06.

SECTION 4.11. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have
the right to require the Company to repurchase such Holder's Securities at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to
the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date), in accordance with the terms contemplated in Section 4.11(b).

(b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a copy
to the Trustee stating:

(1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase
such Holder's Securities at a purchase price in cash equal to 101% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date);

(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to
pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);

(3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is
mailed); and

(4) the instructions determined by the Company, consistent with the covenant described hereunder, that a Holder
must follow in order to have its Securities purchased.

(c) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate
form duly completed, to the Company at the address specified in the notice at least three Business Days prior to
the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the
Holder and a statement that such Holder is withdrawing his election to have such Security purchased.

(d) On the purchase date, all Securities purchased by the Company

                                                      Page 44
under this Section shall be delivered to the Trustee for cancelation, and the Company shall pay the purchase price
plus accrued and unpaid interest, if any, to the Holders entitled thereto.

(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange
Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this
Section 4.11. To the extent that the provisions of any securities laws or regulations conflict with the provisions of
this
Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.11 by virtue thereof.

SECTION 4.12. Future Subsidiary Guarantors. (a) To the extent that, after the Issue Date, the Company
acquires additional Vessels with the Escrowed Property, each such Vessel shall be acquired by a Restricted
Subsidiary, the Company shall cause such Restricted Subsidiary to execute and deliver to the Trustee a
Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities on
the same terms and conditions as those set forth in Article 10 of this Indenture (unless such Restricted Subsidiary
is already a Subsidiary Guarantor), to execute a Mortgage in favor of the Trustee pursuant to which such
acquired Vessel shall thereafter be a Mortgaged Vessel for all purposes under this Indenture, to execute the
related Security Agreements and to satisfy such other conditions set forth in Section 3 of the Escrow Agreement.

(b) To the extent that, after the Issue Date, any Restricted Subsidiary that is not a Subsidiary Guarantor acquires
any Mortgaged Vessel, the Company shall cause such Restricted Subsidiary to execute and deliver to the Trustee
a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities on
the same terms and conditions as those set forth in Article 10 of this Indenture, to execute a Mortgage in favor of
the Trustee pursuant to which such acquired Vessel shall thereafter be a Mortgaged Vessel for all purposes under
this Indenture, to execute the related Security Agreements and to satisfy such other conditions set forth in Section
3 of the Escrow Agreement and the other Security Agreements.

SECTION 4.13. Impairment of Security Interest. Other than in connection with the creation of Permitted Liens,
(a) the Company shall not, and shall not permit any Restricted Subsidiary or Maritima SIPSA S.A. to, take or
knowingly or negligently omit to take, any action which action or omission might or would have the result of
materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the
Holders of the Securities, and (b) the Company shall not, and shall not permit any Restricted Subsidiary or
Maritima SIPSA S.A. to, grant to any Person other than the Trustee, for the benefit of the Trustee and the
Holders of the Securities, any interest whatsoever in any of the Collateral.

SECTION 4.14. Application of Proceeds upon Sale or Loss of a Mortgaged Vessel. (a) If either:

(1) a Mortgaged Vessel or the Capital Stock of a Subsidiary Guarantor or a Pledgor is sold (other than the sale
by a Pledgor of its Mortgaged Vessel or the sale of its Capital Stock to the Company or a Restricted Subsidiary)
(which term shall not include the transfer of the operation of a Mortgaged Vessel pursuant to a bareboat charter
with a purchase option, which is covered under Section 4.15) in compliance with
Section 4.06(a) (the Mortgaged Vessel so sold or owned by the Subsidiary Guarantor or Pledgor whose Capital
Stock is so sold being the "Sold Mortgaged Vessel"), or

(2) an Event of Loss occurs at any time with respect to a Mortgaged

                                                      Page 45
Vessel (the Mortgaged Vessel suffering such Event of Loss being the "Lost Mortgaged Vessel"),

then within 25 days after the date title of the Mortgaged Vessel passes to the buyer (such date being the "Sale
Date"), in the case of a sale, or within 25 days after the date such Event of Loss was deemed to have occurred
(the "Loss Date"), the Company shall give written notice (such date of notice being the "Notification Date") to the
Trustee whether it elects to redeem Securities in connection with such sale or Event of Loss; provided, however,
that if a Default shall have occurred and be continuing on the Notification Date, the Company shall redeem
Securities in accordance with Section 4.14(c).

Upon the receipt by the Company, a Subsidiary Guarantor or a Pledgor of the Net Available Cash attributable to
a Sold Mortgaged Vessel (other than the receipt by a Pledgor of Net Available Cash attributable to the sale of its
Mortgaged Vessel or the sale of its Capital Stock to the Company or a Restricted Subsidiary) or of the Net
Event of Loss Proceeds attributable to a Lost Mortgaged Vessel, such amounts shall be deposited with the
Trustee pursuant to Article 13 and shall constitute Collateral pending application in accordance with Section 4.14
(c).

(b) If the Company elects to (or is required to) redeem Securities, the Company shall apply Net Available Cash
or Net Event of Loss Proceeds, as the case may be, and any other cash, not later than 60 days after the date (the
"Proceeds Receipt Date") of the receipt of such funds in an amount (the "Redemption Amount") at least equal to
the Vessel Percentage applicable to the Sold Mortgaged Vessel as of the Sale Date or the Lost Mortgaged
Vessel as of the Loss Date, as the case may be, multiplied by the principal amount of the Securities outstanding
on the Sale Date or the Loss Date, as the case may be (provided, however, that if a Default shall have occurred
and be continuing on the Notification Date, the amount required to be applied by the Company to redeem
Securities shall equal the greater of such Redemption Amount and such Net Available Cash or Net Event of Loss
Proceeds, as the case may be), to redeem such principal amount of Securities as can be redeemed at the Sale
Redemption Price or the Loss Redemption Price, as the case may be.

(c) On the redemption date attributable to a Sold Mortgaged Vessel or a Lost Mortgaged Vessel, the Trustee
shall apply the applicable Net Available Cash or the applicable Net Event of Loss Proceeds then on deposit with
it pursuant to Article 13 (together with any funds the Company delivers to the Trustee to the extent necessary to
pay the Sale Redemption Price or the Loss Redemption Price for the Securities to be redeemed) to pay the Sale
Redemption Price or the Loss Redemption Price to the Holders of Securities being redeemed. Upon the
effectuation of any such redemption, all accrued and unpaid interest on the Securities so redeemed shall be
deemed fully paid. To the extent that after the Sale Redemption Price or the Loss Redemption Price has been
paid with respect to all Securities to be redeemed in respect of such Sold Mortgaged Vessel or Lost Mortgaged
Vessel, as the case may be, any Net Available Cash or Net Event of Loss Proceeds attributable to such Sold
Mortgaged Vessel or Lost Mortgaged Vessel remains on deposit with the Trustee and no Default has occurred
and is continuing, such Net Available Cash or Net Event of Loss Proceeds may be released to the Company
upon its request, free of the lien of this Indenture; provided, however, that such funds may only be used by the
Company for a Permitted Excess Cash Use or to make an Excess Proceeds Offer.

SECTION 4.15. Application of Proceeds upon Permitted Bareboat Charter. (a) If the Company, a Subsidiary
Guarantor or a Pledgor enters into a Bareboat Charter with respect to a Mortgaged Vessel, then within 25 days
after title to such Mortgaged Vessel passes to the charterer at the end of the bareboat charter period, the
Company shall give written notice to the Trustee

                                                     Page 46
whether it elects to redeem Securities in connection with such Bareboat Charter; provided, however, that if a
Default shall have occurred and be continuing on such Notification Date, the Company shall be required to
redeem Securities in accordance with Section 4.15(b).

Upon receipt by the Company, a Subsidiary Guarantor or a Pledgor of Bareboat Charter Funds, the Sale
Equivalent Portion of such Bareboat Charter Funds shall be deposited with the Trustee pursuant to Article 13
and shall constitute Collateral pending application in accordance with Section 4.15(b) and (c).

(b) If the Company elects to redeem Securities, the Company shall apply the Sale Equivalent Portion of such
Bareboat Charter Funds in respect of such Mortgaged Vessel plus accrued interest thereon, not later than 60
days after the date title to the relevant Mortgaged Vessel passes to the charterer at the end of the bareboat
charter period, to redeem such principal amount of Securities as can be redeemed at the Sale Redemption Price.
On the redemption date attributable to such Bareboat Charter, the Trustee shall apply the Sale Equivalent Portion
of such Bareboat Charter Funds then on deposit with it (together with any funds the Company delivers to the
Trustee to the extent necessary to pay the Sale Redemption Price for the Securities to be redeemed) to pay the
Sale Redemption Price.

(c) In the event the Company elects not to redeem Securities in respect of a Mortgaged Vessel subject to a
Bareboat Charter, then by the date which is 12 months after the date title to such Mortgaged Vessel passes to
the charterer at the end of the bareboat charter period, the Company shall tender, or cause to be tendered, to the
Trustee as part of the Collateral one or more Vessels purchased using the Sale Equivalent Portion of such
Bareboat Charter Funds in respect of such Mortgaged Vessel and then on deposit with the Trustee together with
such funds otherwise available to the Company, provided that if such funds are insufficient to purchase Vessels
they shall remain on deposit with the Trustee as Collateral pursuant to Article 13 for application in accordance
with the terms and conditions of this Indenture. The Sale Equivalent Portion of Bareboat Charter Funds shall be
available from time to time (including prior to the end of the Bareboat Charter period) to the Company pursuant
to the terms of, and subject to the conditions of, this Indenture, including Article 13 hereof, to make any deposits
in respect of, or to consummate the purchase of, one or more Vessels.

On the date on which a Vessel is tendered to the Trustee as part of the Collateral with respect to a Mortgaged
Vessel that is subject to a Bareboat Charter, the Company shall deliver to the Trustee, or shall cause the owner
of such Vessel, which shall be a Restricted Subsidiary of the Company or, if the Princess Marina is subject to a
Bareboat Charter prior to the date of the sale by Maritima SIPSA S.A. of the Princess Marina to the Company
or a Restricted Subsidiary, Maritima SIPSA S.A., to deliver to the Trustee, as the case may be, the following
documents and certificates:

(i) a fully executed Guarantee Agreement in respect of its Subsidiary Guarantee substantially in the form attached
as Exhibit F to the Escrow Agreement; provided that no Subsidiary Guarantee need be provided if each of the
owner of the Mortgaged Vessel that was subject to the Bareboat Charter and the owner of the replacement
Vessel is not a Wholly Owned Subsidiary;

(ii) a fully executed Mortgage substantially in the form attached as Exhibit C to this Indenture (or a preliminary
registration thereof, pending delivery of a copy of the Mortgage) and any related Security Agreements with
respect to such Vessel dated the date such Vessel was tendered to the Trustee (such Mortgage having been duly
received for recording in the appropriate registry office or, if not practicable, then

                                                     Page 47
subject to arrangements reasonably satisfactory to the Trustee having been made for such recording as soon as
practicable, but in no event more than 5 Business Days, after the date such Vessel is tendered to the Trustee);

(iii) appropriate legal opinions substantially in the form attached as Exhibit E to the Escrow Agreement with
respect to the Guarantee Agreement referred to in clause (i), the Mortgage referred in clause (ii)
(including the validity, perfection, enforceability and priority thereof) and the related Security Agreements;

(iv) original certificates, certified to be true and complete by an Officer of the Company, representing the Capital
Stock of any Restricted Subsidiary acquiring such Vessel of which the Company or a Wholly Owned Subsidiary
that is a Subsidiary Guarantor is the record and beneficial owner (unless such Restricted Subsidiary is already a
Subsidiary Guarantor), together with an Officers' Certificate with respect thereto;

(v) copies, certified to be true and complete by an Officer of the Company, of any Charters related to such
Vessel;

(vi) the report of an insurance broker required by Section 3(U)(viii) of the form of Mortgage attached as Exhibit
C to this Indenture, with respect to insurance policies maintained in respect of each such Vessel, which report
shall include loss payable clauses substantially in the form set forth in Schedule 1 to the form of Assignment of
Insurance;

(vii) written appraisals by two independent Appraisers of the value of such Vessel as of a date within 90 days
prior to the date on which the Vessel is tendered to the Trustee; and

(viii) with respect to any oceangoing Vessel, a classification certificate, dated as of a date not more than 30 days
prior to the date on which such Vessel is tendered, from a classification society with respect to each such Vessel
to the Trustee.

SECTION 4.16. Tender of a Qualified Substitute Vessel; Excess Proceeds Offers. (a) In the event that the
Company elects, with respect to a Sold Mortgaged Vessel or a Lost Mortgaged Vessel, not to redeem Securities
as described under Section 4.14, then within 12 months after the Proceeds Receipt Date, the Company shall
tender, or cause to be tendered, to the Trustee as part of the Collateral one or more Vessels constituting a
Qualified Substitute Vessel; provided, however, that if at any time prior to the Vessel Tender Date (as defined
below), an Event of Default shall occur, the Company shall thereupon become obligated to redeem Securities in
accordance with the provisions of
Section 4.14. Net Available Cash or Net Event of Loss Proceeds, as the case may be, attributable to such Sold
Mortgaged Vessel or such Lost Mortgaged Vessel, as the case may be, will be made available to the Company
pursuant to the terms, and subject to the conditions, of this Indenture, including Article 13 hereof, to make any
deposits in respect of, or to consummate the purchase of, or pay any Ready for Sea Cost in respect of, the
Qualified Substitute Vessel. To the extent that any such Net Available Cash or Net Event of Loss Proceeds
attributable to such Sold Mortgaged Vessel or Lost Mortgaged Vessel remain on deposit with the Trustee after
the tender of the Qualified Substitute Vessel, such funds shall be released to the Company, free of the Lien of this
Indenture, and the Company shall use such funds for any Permitted Excess Cash Use or to make an Excess
Proceeds Offer.

On the date on which a Qualified Substitute Vessel is tendered to the Trustee as part of the Collateral (a "Vessel
Tender Date") following a sale of or an Event of Loss with respect to a Mortgaged Vessel, the Company shall
deliver to the Trustee, or shall cause the owner of such Qualified Substitute Vessel, which shall be a Restricted
Subsidiary of the Company or, if the

                                                      Page 48
Qualified Substitute Vessel is replacing the Princess Marina prior to the date of the sale by Maritima SIPSA S.A.
of the Princess Marina to a Restricted Subsidiary, Maritima SIPSA S.A. (the "Tendered Vessel Owner"), to
deliver to the Trustee, as the case may be, the following documents and certificates:

(i) a fully executed Guarantee Agreement in respect of its Subsidiary Guarantee substantially in the form attached
as Exhibit F to the Escrow Agreement; provided that no Subsidiary Guarantee need be provided if each of the
owner of the Mortgaged Vessel and the owner of the Qualified Substitute Vessel is not a Wholly Owned
Subsidiary;

(ii) a fully executed Mortgage substantially in the form attached as Exhibit C to this Indenture (or a preliminary
registration thereof, pending delivery of a copy of the Mortgage) and any related Security Agreements with
respect to such Qualified Substitute Vessel dated the Vessel Tender Date (such Mortgage having been duly
received for recording in the appropriate registry office or, if not practicable, then subject to arrangements
reasonably satisfactory to the Trustee having been made for such recording as soon as reasonably practicable,
but in no event more than 5 Business Days, after the Vessel Tender Date);

(iii) appropriate legal opinions substantially in the form attached as Exhibit E to the Escrow Agreement with
respect to the Guarantee Agreement referred to in clause (i), the Mortgage referred in clause (ii)
(including the validity, perfection, enforceability and priority thereof) and the related Security Agreements;

(iv) original certificates, certified to be true and complete by an Officer of the Company, representing the Capital
Stock of any Restricted Subsidiary acquiring such Qualified Substitute Vessel of which the Company or a Wholly
Owned Subsidiary that is a Subsidiary Guarantor is the record and beneficial owner (unless such Restricted
Subsidiary is already a Subsidiary Guarantor), together with an Officers' Certificate with respect thereto;

(v) copies, certified to be true and complete by an Officer of the Company, of any Charters related to such
Qualified Substitute Vessel;

(vi) the report of an insurance broker required by Section 3(U)(viii) of the form of Mortgage attached as Exhibit
C to this Indenture, with respect to insurance policies maintained in respect of such Qualified Substitute Vessel,
which report shall include loss payable clauses substantially in the form set forth in Schedule 1 to the form of
Assignment of Insurance;

(vii) written appraisals by two independent Appraisers of the value of such Qualified Substitute Vessel as of a
date within 90 days prior to the Vessel Tender Date; and

(viii) with respect to oceangoing Vessels, a classification certificate, dated as of a date not more than 30 days
prior to the Vessel Tender Date, from a classification society with respect to such Qualified Substitute Vessel.

(b) If, as of the first day of each January, April, July or October, the aggregate amount of Excess Proceeds not
theretofore subject to an Excess Proceeds Offer (as defined below), totals at least $12.5 million, the Company
shall, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to
purchase from the holders pursuant to and subject to the conditions contained in Section 4.16(c) on a pro rata
basis an aggregate principal amount of Securities equal to the Excess Proceeds available on such first day of the
month, at a purchase price equal to 100% of their principal amount, plus, in each

                                                      Page 49
case, accrued interest (if any) to the date of purchase (an "Excess Proceeds Payment").

(c) (1) Promptly, and in any event within 15 calendar days after the Company becomes obligated to make an
Excess Proceeds Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to
each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company
either in whole or in part (subject to prorating as hereinafter described in the event such Offer is oversubscribed)
in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a
purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date")
and shall contain such information concerning the business of the Company which the Company in good faith
believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most
recently filed Annual Report on Form 20-F (including audited consolidated financial statements) of the Company,
the most recent subsequently filed Current Report on Form 6-K of the Company, other than Current Reports
describing Asset Sales otherwise described in the offering materials (or corresponding successor reports), (ii) a
description of material developments in the Company's business subsequent to the date of the latest of such
Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials
necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3).

(2) Not later than the date upon which written notice of an Excess Proceeds Offer is delivered to the Trustee as
provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the
Excess Proceeds Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Sales
pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this
Indenture. By not later than 4:00 p.m. on such date, the Company shall also irrevocably deposit with the Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash
Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately
available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with
the provisions of this Section. Upon the expiration of the period for which the Excess Proceeds Offer remains
open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation, by no later than 10:00 a.m.
on the next Business Day, the Securities or portions thereof which have been properly tendered to and are to be
accepted by the Company. The Paying Agent shall, on the Purchase Date, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the
Securities delivered by the Company to the Paying Agent is less than the Offer Amount, the Paying Agent shall
deliver the excess to the Company immediately after the expiration of the Offer Period for application in
accordance with this Section.

(3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate
form duly completed, to the Company at the address specified in the notice at least three Business Days prior to
the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the
Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the
Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples
thereof, shall be purchased). Holders whose Securities are

                                                     Page 50
purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the
Securities surrendered.

(4) At the time the Company notifies the Trustee which Securities are to be accepted for purchase and delivers
the same to the Trustee, the Company shall also deliver an Officers' Certificate stating that such Securities (or
portions thereof) are to be accepted by the Company pursuant to and in accordance with the terms of this
Section. A Security shall be deemed to have been accepted for purchase at the time the Paying Agent, mails or
delivers payment therefor to the surrendering Holder.

(d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange
Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to an
Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with
provisions of this Section 4.16, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.16 by virtue thereof.

SECTION 4.17. Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of
their respective successors), as applicable, is required by law or by the interpretation or administration thereof by
the relevant government authority or agency to withhold or deduct any amount for or on account of any present
or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other
liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay,
Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the
jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor)
(hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee
or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of
their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be
necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding
or deduction will not be less than the amount the Holder would have received if such Taxes had not been
withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments
made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by
reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or
Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related
Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later
of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the
Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice
to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have
been entitled to such Additional Amounts on presenting such Security for payment on the last day of the
applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the
Company to provide information, documents or other evidence concerning the Holder's nationality, residence,
entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina,
Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely
compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts
would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate,
inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not
the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such
fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not
have been entitled to

                                                        Page 51
receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner
had been the Holder of such Security or
(vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors
or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction
and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with
applicable law.

(b) The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successor), as
applicable, shall furnish to the Trustee, within 30 days after the date the payment of any Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by the Company, the Subsidiary
Guarantors or the Pledgors (or any of their respective successors), as applicable, in such form as provided in the
normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company, the
Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable. The Trustee shall
make such evidence available to the Holders upon request. The Company, the Subsidiary Guarantors or the
Pledgors (or any of their respective successors), as applicable, shall upon written request of each Holder (other
than an Excluded Holder), reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and
paid by such Holder as a result of payments made under or with respect to the Securities, the Subsidiary
Guarantees or a Mortgaged Vessel, as applicable, and (ii) any Taxes imposed with respect to any such
reimbursement under the immediately preceding clause (i), but excluding any such Taxes on such Holder's net
income, so that the net amount received by such Holder after such reimbursement will not be less than the net
amount the Holder would have received if Taxes (other than such Taxes on such Holder's net income) on such
reimbursement had not been imposed.

(c) Whenever in this Indenture there is mentioned, in any context,
(a) the payment of principal, (b) purchase prices in connection with a purchase of Securities, (c) interest or (d)
any other amount payable on or with respect to any of the Securities, or any payment pursuant to the Subsidiary
Guarantees or in respect of a Mortgaged Vessel such mention shall be deemed to include mention of the payment
of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof.

(d) The Company, the Subsidiary Guarantors or the Pledgors shall pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction
from the execution, delivery, enforcement or registration of the Securities the Subsidiary Guarantees or a
Mortgage or any other document or instrument in relation thereto, or the receipt of any payments with respect to
the Securities, the Subsidiary Guarantees, or a Mortgage excluding such taxes, charges or similar levies imposed
by any jurisdiction outside of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile, the
jurisdiction of incorporation of any successor of the Company or any jurisdiction in which a paying agent is
located, and hereby indemnifies the Holders for any such taxes paid by such Holders.

SECTION 4.18. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have knowledge of any Default and
whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall
describe the Default, its status and what action the Company is taking or proposes to take with respect thereto.
The Company also shall comply with TIA ss. 314(a)(4).

                                                     Page 52
SECTION 4.19. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

SECTION 4.20. Reflagging of Vessels. Notwithstanding anything to the contrary herein, a Restricted Subsidiary
or Maritima SIPSA S.A. may (a) reflag any of its Vessels under the laws of a Permitted Flag Jurisdiction or (b)
reconstitute itself in another jurisdiction or merge with or into another Restricted Subsidiary for the purpose of
reflagging a Vessel that it owns or operates pursuant to a bareboat charter so long as at all times each Restricted
Subsidiary or Maritima SIPSA S.A. remains a Person organized and existing under the laws of a Permitted Flag
Jurisdiction; provided that the Trustee may release the Mortgage and related Security Agreements to which any
Mortgaged Vessel is subject in connection with the reflagging of such Mortgaged Vessel in another Permitted
Flag Jurisdiction only if (i) the owner of the Mortgaged Vessel has executed (A) a Mortgage and (B) the related
Security Agreements with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be
released from the existing Mortgage and related Security Agreements to which it is subject, which Mortgage and
related Security Agreements shall be in appropriate form for recording a registration in the appropriate
governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable
law in order to perfect the security interest therein created, as to which the Trustee shall be entitled to rely on the
Opinion of Counsel to the Company with respect thereto; and (ii) arrangements reasonably satisfactory to the
Trustee have been made for recording the Mortgage referred to in clause (i) above in the appropriate registry
office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as
reasonably practicable, but in no event more than 5 Business Days, after the date on which such Mortgaged
Vessel is released from the Mortgage to which it was previously subject.

                                                    ARTICLE 5

                                                Successor Company

SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with
or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or
indirectly, all or substantially all its assets to, any Person, unless:

(i) the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and
existing under the laws of a Permitted Flag Jurisdiction, and the Successor Company (if not the Company) shall
expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture;

(ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation
of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such
Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be
continuing;

(iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur an
additional $1.00 of Indebtedness pursuant to Section 4.03(a);

(iv) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net
Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior

                                                       Page 53
to such transaction;

(v) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each
stating that such consolidation , merger or transfer and such supplemental indenture (if any) comply with this
Indenture; and

(vi) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not
recognize income, gain or loss for Federal income tax purposes as a result of such transaction 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 transaction had not occurred.

The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture, but the predecessor Company, in the
case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and
interest on the Securities.

(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merger with or into, or
convey, transfer or lease (other than any vessel charter, including a bareboat charter, entered into in the ordinary
course of business), in one transaction or a series of transactions, all or substantially all its assets to, any Person
(other than the Company or another Subsidiary Guarantor) unless: (i) except in the case of a (x) Subsidiary
Guarantor that has been disposed of in its entirety to another Person (other than to the Company or any of its
Affiliates), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith
the Company provides an Officer's Certificate to the Trustee to the effect that the Company will comply with its
obligations under Section 4.06 in respect of such disposition and (y) a Bareboat Charter, the resulting, surviving
or transferee Person (if not such Subsidiary Guarantor) shall be a Person organized and existing under the laws of
the jurisdiction under which such Subsidiary was organized or under the laws of a Permitted Flag Jurisdiction
(provided that arrangements reasonably satisfactory to the Trustee have been made for recording any Mortgage
required to be recorded to maintain the Lien of this Indenture on the Mortgaged Vessel in the appropriate registry
office as soon as practicable after such merger, consolidation or conveyance, but in no event more than 5
Business Days after the date on which any Mortgaged Vessel is released from the Mortgage to which it was
previously subject in connection with such merger, consolidation or conveyance), and such Person shall expressly
assume, by a Guarantee Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if
any, under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any
Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such
transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred
and be continuing; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, complies
with this Indenture.

                                                    ARTICLE 6

                                             Defaults and Remedies

SECTION 6.01. Events of Default. An "Event of Default" occurs if:

                                                       Page 54
(1) the Company defaults in any payment of interest on any Security when the same becomes due and payable,
and such default continues for a period of 30 days;

(2) the Company (i) defaults in the payment of the principal of any Security when the same becomes due and
payable at its Stated Maturity, upon redemption, upon required repurchase, upon declaration or otherwise, or (ii)
fails to redeem or purchase Securities when required pursuant to this Indenture or the Securities following notice
thereof properly given under this Indenture;

(3) the Company fails to comply with Section 5.01;

(4) the Company fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17 and
4.20 (other than a failure to purchase Securities when required under
Section 4.06, 4.11 or 4.16) and such failure continues for 30 days after the notice specified below;

(5) the Company or any Subsidiary Guarantor or Pledgor fails to comply with any of its agreements in the
Securities, this Indenture (other than those referred to in clause (1), (2), (3) or (4) above) or the Security
Agreements, or the occurrence of an event of default under a Mortgage, and such failure continues for 60 days
after the notice specified below;

(6) Indebtedness of the Company or any Significant Subsidiary is not paid within any applicable grace period
after final maturity or is accelerated by the holders thereof because of a default and the total amount of such
Indebtedness unpaid or accelerated exceeds $5,000,000, or its foreign currency equivalent at the time;

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

(A) commences a voluntary case;

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

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

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

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

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

(A) is for relief against the Company or any Significant Subsidiary in an involuntary case;

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

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

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

                                                        Page 55
(9) any judgment or decree (other than and to the extent such judgment or decree has been issued by a court
which does not have any personal jurisdiction over the Company or such Significant Subsidiary or any of their
respective assets, and in a proceeding in which the Company or such Significant Subsidiary has made no official
appearance) for the payment of money in excess of $5,000,000 or its foreign currency equivalent at the time
(provided that the amount of such money judgment or decree shall be calculated net of any insurance coverage
that the Company has determined in good faith is available in whole or in part with respect to such money
judgment or decree) is entered against the Company or any Significant Subsidiary, remains outstanding for a
period of 60 days following the entry of such judgment or decree and is not discharged, waived or the execution
thereof stayed within 10 days after the notice specified below;

(10) a Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such
Subsidiary Guarantee) or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary
Guarantee; or

(11) the security interest under the Security Agreements shall, at any time, cease to be in full force and effect for
any reason (other than by operation of this Indenture and the Security Agreements) other than the satisfaction in
full of all obligations under this Indenture and discharge of this Indenture or any security interest created
thereunder shall be declared invalid or unenforceable or the Company or any Subsidiary Guarantor shall assert, in
any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body.

The term "Bankruptcy Law" means Title 11, United States Code, or any similar Federal or state law for the relief
of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

A Default under clauses (4), (5), (6) or (9) is not an Event of Default until the Trustee or the holders of at least
25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does
not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default".

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form
of an Officers' Certificate of any Event of Default under clause (6), (10) or (11) and any event which with the
giving of notice or the lapse of time would become an Event of Default under clause (4), (5) or (9), its status and
what action the Company is taking or proposes to take with respect thereto.

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7)
or (8) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities then outstanding by notice to the Company and the
Trustee, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable.
Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default
specified in Section 6.01(7) or (8) with

                                                      Page 56
respect to the Company occurs, the principal of and interest on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in principal amount of the Securities then outstanding by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment
or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance
of any provision of the Securities or this Indenture.

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

SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities by
notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of
the principal of or interest on a Security or (b) a Default in respect of a provision that under Section 9.02 cannot
be amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities then
outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not
taking such action.

SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium (if any)
or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities
unless:

(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

(2) the Holders of at least 25% in principal amount of the Securities then outstanding make a written request to
the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss,
liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of
security or indemnity; and

                                                       Page 57
(5) the Holders of a majority in principal amount of the Securities then outstanding do not give the Trustee a
direction inconsistent with the request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a
preference or priority over another Securityholder. In the event that the Definitive Securities are not issued to any
beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue
such Definitive Securities to such beneficial owner of its nominee, the Company expressly agrees and
acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, the right of
such beneficial holder of Securities to pursue such remedy with respect to the portion of the Global Security that
represents such beneficial holder's Securities as if such Definitive Securities had been issued.

SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture,
the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent
lawful) and the amounts provided for in Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and,
unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee
in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and
any other amounts due the Trustee under Section 7.07.

SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay
out the money or property in the following order:

FIRST: to holders of preferred maritime liens or other liens, if any, that arise by operation of law and that are
prior to the Lien of this Indenture, the Mortgages or the Security Agreements;

SECOND: to the Trustee for amounts due under Section 7.07;

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

FOURTH: to the Company.

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

                                                      Page 58
that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in principal amount of the Securities.

SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law
had been enacted.

                                                     ARTICLE 7

                                                       Trustee

SECTION 7.01. 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 the Security Agreements and use the same
degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the
conduct of such Person's own affairs.

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture and the Security Agreements. However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform to the requirements of this
Indenture and the Security Agreements.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:

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

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

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05.

                                                       Page 59
(d) Every provision of this Indenture and the Security Agreements that in any way relates to the Trustee is subject
to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it.

(f) Money held in trust by the Trustee shall be segregated, in a separate trust account from other funds.

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

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

SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter
stated in the document.

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

(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; provided, however, that the Trustee's conduct does not constitute willful
misconduct or negligence.

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture, the Security Agreements and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, the Security Agreements or the Securities, it shall not be accountable
for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture, the

                                                       Page 60
Security Agreements or in any document issued in connection with the sale of the Securities or in the Securities
other than the Trustee's certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to an officer in the
corporate trust department of the Trustee, the Trustee shall mail to each Securityholder notice of the Default
within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any
Security (including payments pursuant to the redemption provisions of such Security, if any), the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders. The Trustee shall have no obligation to notify the insurers of the
Mortgaged Vessels of any Default unless it has actual knowledge of such Default and a reasonable period of time
to act upon it.

SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each June 1 beginning with the
June 1 following the date of this Indenture, and in any event prior to July 31 in each year, the Trustee shall mail to
each Securityholder a brief report dated as of June 1 that complies with TIA ss. 313(a). The Trustee also shall
comply with TIA ss. 313(b).

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

SECTION 7.07. 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 or made by it (including costs of collection or costs of any sale or
retaking incurred in connection with the Trustee's exercise, as mortgagee, of its rights and remedies under the
Mortgages), in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee and hold it harmless from and against any and all damages,
suits, actions, loss, liability or expense (including attorneys' fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder and under the Security Agreements,
including adequate advances against costs that may be incurred by it. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have
separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

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

The Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When
the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to
the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any

                                                      Page 61
time by so notifying the Company. The Holders of a majority in principal amount of the Securities then
outstanding may remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee.
The Company shall remove the Trustee if:

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

(2) the Trustee is adjudged bankrupt or insolvent;

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

(4) the Trustee otherwise becomes incapable of acting.

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

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07 and shall be
relieved of all further liability hereunder for actions arising from and after such date of resignation or removal.

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

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company's obligations under
Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any further act shall be the successor
Trustee.

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

                                                      Page 62
SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA ss. 310
(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA ss. 310(b); provided, however, that
there shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

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

                                                    ARTICLE 8

                                      Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the
Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.06) for cancelation or (ii)
all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a
notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or
such redemption date (other than Securities replaced pursuant to Section 2.06), and if in either case the
Company pays all other sums payable hereunder by the Company, then this Indenture and the Security
Agreements shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture and the Security Agreements on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company.

(b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all its obligations under the
Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.20 and the operation of
Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01
(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(a)(iii) and
(iv) and 5.01(b), its obligations under Articles 11 and 13 and each Subsidiary Guarantor's obligations under
Articles 10 and 12 and under the Security Agreements ("covenant defeasance option"). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because
of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of
the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01
(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to
Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(iii) or (iv) or
5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary
Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee and under the
Security Agreements including Article 12 and the Company shall be released from its obligations under Articles
11 and 13 and under the Security Agreements.

                                                       Page 63
Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall
acknowledge in writing the discharge of those obligations that the Company terminates.

(c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter,
the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

SECTION 8.02. Conditions to Defeasance. The Company may exercise its legal defeasance option or its
covenant defeasance option only if:

(1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the
payment of principal of and interest on the Securities to maturity or redemption, as the case may be;

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

(3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 6.01
(7) or (8) with respect to the Company occurs which is continuing at the end of the period;

(4) the deposit does not constitute a default under any other agreement binding on the Company;

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

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

(7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Securityholders will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant 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 covenant defeasance had not
occurred; and

(8) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article 8 have
been complied with.

                                                       Page 64
Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of
Securities at a future date in accordance with Article 3.

SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from
U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities.

SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the
Company upon request and in accordance with the terms of this Indenture any excess money or securities held
by them at any time.

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

SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and the Subsidiary Guarantors' obligations under this Indenture, the Security
Agreements and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of
interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                                    ARTICLE 9

                                                    Amendments

SECTION 9.01. Without Consent of Holders. The Company, the Subsidiary Guarantors, the Pledgors and the
Trustee may amend this Indenture, the Security Agreements or the Securities without notice to or consent of any
Securityholder:

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

(2) to comply with Article 5;

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

(4) to provide additional security for the Securities;

(5) to add guarantees with respect to the Securities, including any

                                                         Page 65
                                             Subsidiary Guarantees;

(6) to add to the covenants of the Company, a Restricted Subsidiary or a Pledgor for the benefit of the Holders
or to surrender any right or power herein conferred upon the Company, a Subsidiary Guarantor or a Pledgor;

(7) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of,
this Indenture under the TIA;

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

(9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities;
provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being
transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does
not materially and adversely affect the rights of Holders to transfer Securities.

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

SECTION 9.02. With Consent of Holders. The Company, the Subsidiary Guarantors, the Pledgors and the
Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written
consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the Securities) and any past default or
compliance with any provision may also be waived with the consent of Holders of at least a majority in principal
amount of Securities then outstanding. However, without the consent of each Securityholder affected thereby, an
amendment may not:

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

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

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

(4) reduce the premium payable upon the redemption of any Security or change the time at which any Security
may or shall be redeemed in accordance with Article 3;

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

(6) make any changes in the Security Agreements or in Articles 10, 11, 12 or 13 that adversely affect the
Holders or would terminate the Lien of this Indenture or any Security Agreement on any property subject thereto
or deprive the Holder of the security afforded by the Lien of this Indenture or the Security Agreements;

(7) make any change in Section 6.04 or 6.07 or the second sentence of this Section;

(8) make any change in any Subsidiary Guarantee that would adversely affect the Securityholders;

                                                      Page 66
(9) make any change in Section 4.17 that adversely affects the rights of any Securityholder or amend the terms of
the Securities or this Indenture in a way that would result in the loss of an exemption from any of the Taxes
described therein.

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

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

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture, the Security
Agreements or the Securities shall comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a
Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not
made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to
such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every
Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by
the Trustee.

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

SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate
a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.

SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to
this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or
permitted by this Indenture.

SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or
indirectly, pay or cause to be paid

                                                       Page 67
any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set
forth in solicitation documents relating to such consent, waiver or agreement.

                                                  ARTICLE 10

                                                   Guarantees

SECTION 10.01. Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees,
jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual
payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by
redemption, by required repurchase or otherwise, and all other monetary obligations of the Company and the
Subsidiary Guarantors under this Indenture and the Securities and of the Subsidiary Guarantors under the
Security Agreements and (b) the full and punctual performance within applicable grace periods of all other
obligations of the Company and the Subsidiary Guarantors under this Indenture, the Security Agreements and the
Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor
further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further
assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article
10 notwithstanding any extension or renewal of any Obligation.

Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any
of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of
any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall
not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any
right or remedy against the Company or any other Person under this Indenture, the Security Agreements, the
Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this Indenture, the Security Agreements,
the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the
Obligations or any of them;
(e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the
Obligations; or (f) subject to Section 10.06, any change in the ownership of such Subsidiary Guarantor.

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

Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of
the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary
Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Security Agreements,
the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or
delay, willful or

                                                     Page 68
otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or
would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.

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

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

Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of such Subsidiary Guarantor's Subsidiary Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in Article 6, such Obligations (whether or
not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of
this Section.

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

SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding,
the maximum aggregate amount of the Obligations guaranteed hereunder by any Subsidiary Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such
Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Subsidiary Guarantor and
its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture, in the Security Agreements and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this
Indenture.

SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights,
remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive
of any other

                                                       Page 69
rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article 10, nor
the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in
any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or
other circumstances.

SECTION 10.06. Release of Subsidiary Guarantor. Upon the occurrence of a sale or other disposition (including
by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all
the assets of such Subsidiary Guarantor (in each case other than to the Company or an Affiliate of the Company),
such Subsidiary Guarantor shall be deemed released from all obligations under this Article 10 without any further
action required on the part of the Trustee or any Holder. At the request of the Company and upon receipt of an
Officers' Certificate, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

                                                      ARTICLE 11

                                                   Pledged Collateral

SECTION 11.01. Grant of Security Interest. To secure the full and punctual payment when due and the full and
punctual performance of the Obligations, the Company and the Subsidiary Guarantors hereby grant to the
Trustee, for the benefit of the Trustee and the Holders, a security interest in all its right, title and interest in and to
the following, other than such of the following which are released from the Lien of this Indenture pursuant to
Section 11.05 (the "Pledged Collateral"):

(i) all shares of Capital Stock and other securities of the Subsidiary Guarantors now owned or hereafter acquired
by the Company or the Subsidiary Guarantors, which on the date hereof are identified on Schedule I hereto
(collectively, the "Pledged Shares"); provided, however, that (A) shares of Capital Stock and other securities will
constitute Pledged Shares only to the extent that such Capital Stock and other securities can secure the Securities
without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act ("Rule 3-10" and "Rule 3-16,"
respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary
Guarantor to be filed with the SEC (or any other governmental regulatory agency); (B) in the event that either
Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced
with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with
the SEC (or any other governmental regulatory agency) of separate financial statements of any Subsidiary
Guarantor due to the fact that such Subsidiary Guarantor's Capital Stock and other securities constitute Pledged
Shares, then upon delivery to the Trustee of an Officer's Certificate identifying Pledged Shares in respect of a
Subsidiary Guarantor that must be released from the Lien of this Indenture in order for the Company to avoid
having to file separate financial statements for such Subsidiary Guarantor with the SEC, such Capital Stock and
other securities shall automatically be deemed not to be Pledged Shares, but only to the extent necessary to not
be subject to such requirement; and (C) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or
interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or
regulation is adopted, which would permit) such Capital Stock and other securities to

                                                         Page 70
constitute Pledged Shares without the filing with the SEC (or any other governmental regulatory agency) of
separate financial statements of such Subsidiary Guarantor's, then such Capital Stock and other securities and
shall automatically be deemed to be Pledged Shares, but only to the extent necessary to not be subject to any
such financial statement requirement;

(ii) all certificates representing any of the Pledged Shares; and

(iii) all dividends, cash, instruments and other property and proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any of the foregoing.

SECTION 11.02. Delivery of Collateral. Any and all cash, certificates or instruments representing or evidencing
the Pledged Collateral shall be delivered to and held by or on behalf of the Trustee and shall be in suitable form
for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to the Trustee. The Trustee shall have the right, at any time after the
occurrence and during the continuance of an Event of Default, in its discretion and without notice to the
Company, to transfer to or to register in the name of the Trustee or any of its nominees any or all the Pledged
Collateral. In addition, the Trustee shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments of different denominations.

SECTION 11.03. Representations and Warranties. The Company and the Subsidiary Guarantors hereby
represent and warrant on the Issue Date as follows:

(a) Each of them is the record and beneficial owner of the applicable Pledged Shares described on Schedule I,
free and clear of any Lien, except for the Lien created by this Indenture;

(b) Each of them has full corporate power, authority and legal right to pledge all the Pledged Collateral pledged
by it pursuant to this Indenture.

(c) The Pledged Shares described on Schedule I have been duly authorized and are validly issued, fully paid and
nonassessable.

(d) The pledge in accordance with the terms of this Indenture creates a valid and perfected first priority Lien on
the Pledged Collateral securing the payment and performance of the Obligations.

(e) The shares described in Schedule I hereto represent 100.0% of the shares of Capital Stock of the Subsidiary
Guarantors owned by the Company and the Subsidiary Guarantors.

(f) There are no existing options, warrants, calls or commitments of any character relating to any authorized and
unissued Capital Stock of any Subsidiary Guarantor.

SECTION 11.04. Further Assurances. The Company and the Subsidiary Guarantors each agree that at any time
and from time to time, at the expense of the Company and the Subsidiary Guarantors, the Company will, or will
cause the Subsidiary Guarantors and Pledgors, promptly execute and deliver all further instruments and
documents and take all further action that may be necessary or that the Trustee may reasonably request in order
to perfect and protect any Lien granted or purported to be granted hereby or to enable the Trustee to exercise
and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the
foregoing, the Company and the Subsidiary Guarantors shall, subject to the limitations set forth in clause (i) of
Section 11.01, (i) at the time of the issuance by a Subsidiary Guarantor of any shares of Capital Stock after the
Issue Date, deliver 100.0% of such shares to the

                                                       Page 71
Trustee as Pledged Collateral and provide to the Trustee a revised Schedule I, and (ii) at the time of any release
of Pledged Shares pursuant to Section 11.05, provide to the Trustee a revised Schedule I. Any such revised
Schedule shall reflect any changes made necessary by the applicable acquisition or release, at which time the
Company and the Subsidiary Guarantors shall be deemed to make their representations and warranties set forth
in paragraphs (a) through (f) of
Section 11.03 with respect to such Schedule, as so revised.

SECTION 11.05. Dividends; Voting Rights; Release of Collateral. (a) As long as no Default shall have occurred
and be continuing and until written notice thereof from the Trustee to the Company, the Company and the
Subsidiary Guarantors shall be entitled to receive and retain all dividends and other distributions paid in respect of
the Pledged Shares owned by the Company and the Subsidiary Guarantors; provided, however, that the
provisions of this Indenture, including Section 4.04, shall in all respects govern the Company's use or other
disposition of such cash or other property. Any cash dividends or distributions delivered to or otherwise held by
the Trustee pursuant to this Section 11.05, and any other cash constituting Collateral delivered to the Trustee,
shall be invested, at the written direction of the Company, by the Trustee in Temporary Cash Investments.

(b) Upon the occurrence and during the continuance of a Default and upon written notice thereof from the
Trustee to the Company, the Trustee shall be entitled to receive and retain as Collateral all dividends paid and
distributions made in respect of the Pledged Shares, whether so paid or made before or after any Default. Any
such dividends shall, if received by the Company or the Subsidiary Guarantors, be received in trust for the benefit
of the Trustee, be segregated from the other property or funds of the Company and the Subsidiary Guarantors,
and be forthwith delivered to the Trustee as Collateral in the same form as so received (with any necessary
endorsement).

(c) As long as no Default shall have occurred and be continuing and until written notice thereof from the Trustee
to the Company, the Company and the Subsidiary Guarantors shall be entitled to exercise any and all voting and
other consensual rights relating to Pledged Shares or any part thereof for any purpose; provided, however, that
no vote shall be cast, and no consent, waiver or ratification given or action taken, which would be inconsistent
with or violate any provision of this Indenture, the Security Agreements or the Securities.

(d) Upon the occurrence and during the continuance of a Default, all rights of the Company and the Subsidiary
Guarantors to exercise the voting and other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 11.05(c) shall cease upon notice from the Trustee to the Company and the Subsidiary
Guarantors and upon the giving of such notice all such rights shall thereupon be vested in the Trustee who shall
thereupon have the sole right to exercise such voting and other consensual rights.

(e) In order to permit the Trustee to exercise the voting and other consensual rights which it may be entitled to
exercise pursuant to Section 11.05(d), and to receive all dividends and distributions which it may be entitled to
receive under Section 11.05(b), the Company and the Subsidiary Guarantors shall, if necessary, upon written
notice of the Trustee, from time to time execute and deliver to the Trustee such instruments as the Trustee may
reasonably request.

(f) Notwithstanding anything to the contrary in this Article 11, upon satisfaction by the Company of the conditions
set forth in

                                                      Page 72
Article 8 to its legal defeasance option, its covenant defeasance option or to the discharge of this Indenture, the
Lien of this Indenture on all the Collateral shall terminate and all the Pledged Collateral shall be released without
any further action on the part of the Trustee or any other Person. In addition, in connection with any release of a
Subsidiary Guarantor pursuant to Section 10.06, the pledge of the Capital Stock of such Subsidiary Guarantor
pursuant to this Article 11 shall be released and the security interest in the Mortgaged Collateral shall be released
without any further action required on the part of the Trustee or any Holder. At the request of the Company, the
Trustee shall execute and deliver appropriate instruments evidencing any release pursuant to this Section 11.05(f).

SECTION 11.06. Trustee Appointed Attorney-in-Fact. The Company and the Subsidiary Guarantors each
hereby appoint the Trustee as their attorney-in-fact, with full authority in the place and stead of the Company and
the Subsidiary Guarantors, and in the name of the Company and the Subsidiary Guarantors or otherwise, from
time to time in the Trustee's discretion but only after the occurrence and during the continuance of an Event of
Default, to take any action and to execute any instrument which the Trustee may deem necessary or advisable in
order to accomplish the purposes of this Article 11, including to receive, endorse and collect all instruments made
payable to the Company and the Subsidiary Guarantors representing any dividend, interest payment or other
distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. This
power, being coupled with an interest, is irrevocable.

SECTION 11.07. Trustee May Perform. If the Company and the Subsidiary Guarantors fail to perform any
agreement contained in this Article 11, the Trustee may itself (but shall not be obligated to) perform, or cause
performance of, such agreement, and the expenses of the Trustee incurred in connection therewith shall be
payable by the Company under Section 7.07.

SECTION 11.08. Trustee's Duties. The powers conferred on the Trustee under this Article 11 are solely to
protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually
received by it under this Article 11, the Trustee shall have no duty as to any Pledged Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged
Collateral.

SECTION 11.09. Remedies upon Event of Default. If any Event of Default shall have occurred and be
continuing, the Trustee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies provided a secured party upon the
default of a debtor under the Uniform Commercial Code at that time, and the Trustee may also, without notice
except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any of the Trustee's offices or elsewhere, for cash, on credit
or for future delivery, upon such terms as the Trustee may determine to be commercially reasonable, and the
Trustee or any Securityholder may be the purchaser of any or all the Pledged Collateral so sold and thereafter
hold the same, absolutely, free from any right or claim of whatsoever kind. The Company and the Subsidiary
Guarantors each agree that, to the extent notice of sale shall be required by law, at least 10 days' notice to the
Company and the Subsidiary Guarantors of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been given. The Trustee may adjourn any public or
private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without

                                                      Page 73
further notice, be made at the time and place to which it was so adjourned. The Trustee shall incur no liability as a
result of the sale of the Pledged Collateral, or any part thereof, at any private sale conducted in a commercially
reasonable manner. The Company and the Subsidiary Guarantors each hereby waive any claims against the
Trustee arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts
the first offer received and does not offer such Pledged Collateral to more than one offeree.

The Company and the Subsidiary Guarantors recognize that, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws, the Trustee may be compelled, with respect to any sale of all
or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire
such securities for their own account, for investment, and not with a view to the distribution or resale thereof. The
Company and the Subsidiary Guarantors acknowledge and agree that any such sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale without such restrictions and,
notwithstanding such circumstances, agree that any such sale shall be deemed to have been made in a
commercially reasonable manner. The Trustee shall be under no obligation to delay the sale of any of the Pledged
Collateral for the period of time necessary to permit the Company and the Subsidiary Guarantors to register such
securities for public sale under the Securities Act, or under applicable state securities laws, even if the Subsidiary
Guarantors or the Company would agree to do so.

SECTION 11.10. Application of Proceeds. Upon the occurrence and during the continuance of an Event of
Default and after the acceleration of the Securities pursuant to Section 6.02 (so long as such acceleration has not
been rescinded), any cash held by the Trustee as Pledged Collateral and all cash proceeds received by the
Trustee in respect of any sale of, collection from, or other realization upon, all or any part of the Pledged
Collateral, shall be applied by the Trustee in the manner specified in Section 6.10.

SECTION 11.11. Continuing Lien. Except as provided in Section 11.05, this Indenture shall create a continuing
Lien on the Pledged Collateral that shall (i) remain in full force and effect until payment in full of the Securities, (ii)
be binding upon the Company and the Subsidiary Guarantors and their successors and assigns and (iii) enure to
the benefit of the Trustee and its successors, transferees and assigns.

SECTION 11.12. Certificates and Opinions. The Company shall comply with (a) TIA ss. 314(b), relating to
Opinions of Counsel regarding the Lien of this Indenture and (b) TIA ss. 314(d), relating to the release of
Pledged Collateral from the Lien of this Indenture and Officers' Certificates or other documents regarding fair
value of the Pledged Collateral, to the extent such provisions are applicable. Any certificate or opinion required
by TIA ss. 314(d) may be executed and delivered by an Officer of the Company to the extent permitted by TIA
ss. 314(d).

SECTION 11.13. Additional Agreements. The Company and the Subsidiary Guarantors each agree that, upon
the occurrence and during the continuance of a Default hereunder, each of them will, at any time and from time to
time, upon the written request of the Trustee, use its best efforts to take or to cause the issuer of the Pledged
Shares and any other securities distributed in respect of the Pledged Shares (collectively with the Pledged Shares,
the "Pledged Securities") to take such action and prepare, distribute or file such documents, as are required or
advisable in the reasonable opinion of counsel for the Trustee to permit the public sale of such Pledged Securities.
The Company and the Subsidiary Guarantors each further agree to indemnify, defend and hold harmless the
Trustee, each Holder, any underwriter and their respective officers, directors, affiliates and controlling persons
from and against all loss, liability, expenses, costs of counsel (including reasonable fees and

                                                         Page 74
expenses of legal counsel to the Trustee), and claims (including the costs of investigation) that they may incur
insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a
material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or
offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may
have been caused by any untrue statement or omission based upon information furnished in writing to the
Company and the Subsidiary Guarantors or the issuer of such Pledged Securities by the Trustee or any Holder
expressly for use therein. The Company and the Subsidiary Guarantors each further agree, upon such written
request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged
Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of
such states as may be requested by the Trustee and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. The Company and the Subsidiary Guarantors will bear all costs and
expenses of carrying out its obligations under this Section 11.13. The Company and the Subsidiary Guarantors
acknowledge that there is no adequate remedy at law for failure by it to comply with the provisions of this Section
11.13 and that such failure would not be adequately compensable in damages, and therefore agree that their
agreements contained in this Section 11.13 may be specially enforced.

                                                  ARTICLE 12

                                              Security Agreements

SECTION 12.01. Collateral and Security Agreements. (a) To secure the due and punctual payment of the
Obligations, the Company, the Subsidiary Guarantors, the Pledgors and the Trustee have entered or, under the
circumstances described in the Escrow Agreement, will enter, into the Security Agreements. The Trustee and the
Company hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the
Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by
accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements.

(b) As among the Holders, the Mortgaged Collateral shall be held for the equal and ratable benefit of such
Holders without preference, priority or distinction of any thereof over any other.

(c) Each Holder, by accepting a Security, agrees to all of the terms and provisions of the Security Agreements, as
the same may be amended from time to time pursuant to the provisions of the Security Agreements and this
Indenture, and authorizes and directs the Trustee to perform its obligations and exercise its rights under the
Security Agreements in accordance therewith; provided, however, that if any provisions of the Security
Agreements limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA will control.

SECTION 12.02. Recording; Annual Opinions. (a) The Company, the Subsidiary Guarantors and the Pledgors
will take or cause to be taken all action required to maintain, preserve and protect the Lien on the Mortgaged
Collateral granted by the Security Agreements, including causing the Mortgages and any other Security
Agreement, instruments of further assurance and all amendments or supplements thereto, to be promptly
recorded, registered and filed and at all times to be kept recorded, registered and filed, and will execute and file
statements and cause to be issued and filed statements, all in such manner and in such places and at such times as
are prescribed in the Escrow Agreement or in this Indenture as may be required by law fully to preserve and
protect the rights of the Holders and the Trustee under this Indenture and the Security Agreements to the
Mortgaged Collateral.

                                                      Page 75
The Company, the Subsidiary Guarantors and the Pledgors will from time to time promptly pay and discharge all
recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security
Agreements, any amendments thereto and any other instruments of further assurance.

(b) The Company, the Subsidiary Guarantors and the Pledgors shall furnish to the Trustee:

(i) on the Issue Date or as soon as practicable after the execution and delivery of this Indenture, an Opinion of
Counsel either (a) to the effect that, in the opinion of such Counsel, this Indenture and the assignment of the
Collateral intended to be made by the Security Agreements and all other instruments of further assurance or
assignment have been properly recorded, registered and filed (or proper provision has been made for such
recording, registration and filing) to the extent necessary to make effective the Lien created by such Security
Agreements and reciting the details of such action, and stating that as to the Lien created pursuant to such
Security Agreements, such recordings, registerings and filings are the only recordings, registerings and filings
necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain
such notice (other than as stated in such opinion), and further stating that all statements have been executed and
filed (or proper provision has been made for such filing) that are necessary fully to preserve and protect the rights
of the Holders and the Trustee with respect to the Lien under this Indenture and such Security Agreements, or (b)
to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; and

(ii) on or before November 1 in each year beginning with November 1, 2005, an Opinion of Counsel, dated as of
such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to
the recordings, registerings, filings, re-recordings, re-registerings and re-filings of this Indenture, the Security
Agreements and all financing statements, continuation statements or other instruments of further assurance as is
necessary to maintain the Lien of this Indenture and the Security Agreements and reciting with respect to such
Lien the details of such action or referencing to prior Opinions of Counsel in which such details are given, and
stating that all financing statements and continuation statements have been executed and filed that are necessary
fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security
Agreements with respect to such Lien, or (b) to the effect that, in the opinion of such Counsel, no such action is
necessary to maintain such Lien.

SECTION 12.03. Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section
12.04, so long as no Event of Default shall have occurred and be continuing, the Company, the Subsidiary
Guarantors and the Pledgors, as the case may be, may, without any release or consent by the Trustee:

(i) sell or otherwise dispose of any machinery, equipment, furniture, apparatus, tools or implements, materials or
supplies or other similar property subject to the Lien of this Indenture and the Security Agreements, which may
have become worn out or obsolete, not exceeding in aggregate value in any one calendar year $1,000,000, or
which may constitute an Incidental Asset, upon substituting for the same other machinery, equipment, furniture,
apparatus, tools or implements, materials or supplies or other similar property not

                                                      Page 76
necessarily of the same character but of at least equal value to the Company as, and costing not less than the
amount realized from, the Collateral disposed of, which shall forthwith become, without further action, subject to
the Lien of this Indenture and the Security Agreements;

(ii) abandon, terminate, cancel, release or make alterations in or substitutions of any contracts subject to the Lien
of this Indenture and any of the Security Agreements; provided, however, that any altered or substituted
contracts shall forthwith, without further action, be subject to the Lien of this Indenture and the Security
Agreements to the same extent as those previously existing;

(iii) surrender or modify any franchise, license or permit subject to the Lien of this Indenture and any of the
Security Agreements which it may own or under which it may be operating; provided, however, that, after the
surrender or modification of any such franchise, license or permit, the Company, the applicable Subsidiary
Guarantor or the applicable Pledgor shall still, in the reasonable opinion of the Board of Directors of the
Company, be entitled, under some other or without any franchise, license or permit, to conduct its business as it
was operating immediately prior to such surrender or modification; or

(iv) demolish, dismantle, tear down, abandon or scrap any portion of the Mortgaged Collateral (other than a
Mortgaged Vessel), if in the good faith opinion of the Board of Directors, as evidenced by a Board Resolution,
such demolition, dismantling, tearing down, abandoning or scrapping is in the best interests of the Company and
the fair market value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby
be impaired.

(b) In the event that the Company, a Subsidiary Guarantor or a Pledgor has sold, exchanged or otherwise
disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral which under the
provisions of this Section 12.03 may be sold, exchanged or otherwise disposed of by the Company without any
release or consent of the Trustee, and the Company requests the Trustee to furnish a written disclaimer, release
or quitclaim of any interest in such property under this Indenture and the Security Agreements, the Trustee shall
execute such an instrument upon delivery to the Trustee of (i) an Officers' Certificate by the Company reciting the
sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the
property affected thereby, and stating that such property is property which by the provisions of this Section
12.03 may be sold, exchanged or otherwise disposed of or dealt with by the Company without any release or
consent of the Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or
proposed to be made was duly taken by the Company, the Subsidiary Guarantor or the Pledgor in conformity
with a designated subsection of Section 12.03(a) and that the execution of such written disclaimer, release or
quitclaim is appropriate to confirm the propriety of such sale, disposition or other disposition under this
Section 12.03.

SECTION 12.04. Release of Mortgaged Collateral. In addition to its rights under Section 12.03, the Company
shall have the right, at any time and from time to time, to sell, exchange or otherwise dispose of any of the
Mortgaged Collateral (other than Trust Moneys, which are subject to release from the Lien of this Indenture and
the Security Agreements as provided under Article 13), upon compliance with the requirements and conditions of
this Section 12.04,
Section 4.06, Section 4.14 and Section 4.20, and the Trustee shall release the same from the Lien of this
Indenture and the Security Agreements upon receipt by the Trustee of a Release Notice requesting such release
and describing the

                                                        Page 77
property to be so released, together with:

(a) If the property to be released has a book value of at least $5,000,000, a Board Resolution requesting such
release and authorizing an application to the Trustee therefor.

(b) An Officers' Certificate, dated not more than 30 days prior to the date of the application for such release, in
each case stating in substance as follows:

(i) that, in the opinion of the signers, the security afforded by this Indenture and the Security Agreements will not
be impaired by such release in contravention of the provisions of this Indenture, and that if the Mortgaged
Collateral to be released is not being replaced by comparable property, such Collateral has a book value equal to
or less than $1,000,000 and is not necessary for the efficient operation of the Company's remaining property or
in the conduct of the business of the Company;

(ii) that the Company, a Subsidiary Guarantor or a Pledgor has disposed of or will dispose of the Collateral so to
be released for a consideration representing, in the opinion of the signers, its fair value, which consideration may
consist of any one or more of the following, to the extent otherwise permitted by this Indenture:
(A) cash or cash equivalents, (B) obligations secured by a purchase money Lien upon the property so to be
released and (C) any other property or assets that, except as provided in Section 12.04(d), upon acquisition
thereof by the Company, a Subsidiary Guarantor or a Pledgor would be subject to the Lien of this Indenture and
the Security Agreements, and subject to no Lien other than Permitted Liens which, under the applicable
provisions of the Security Agreements relating thereto, are permitted to be superior to the Lien of the Trustee
herein and therein, all of such consideration to be briefly described in the certificate;

(iii) that no Event of Default has occurred and is continuing;

(iv) the fair value, in the opinion of the signers, of the property to be released at the date of such application for
release; provided, however, that it shall not be necessary under this clause
(iv) to state the fair value of any property whose fair value is certified in a certificate of an Appraiser under
Section 12.04(c);

(v) whether the aggregate fair value of all Collateral to be released and of all other Collateral released from the
Lien of this Indenture and the Security Agreements pursuant to this Section 12.04 since the commencement of the
then current calendar year is 10% or more of the aggregate principal amount of the Securities outstanding on the
date of the application and whether said fair value of the property to be released is at least $100,000 and at least
1% of the aggregate principal amount of the Securities outstanding on the date of the application, and if such is
the case, that a certificate of an Appraiser as to the fair value of the property to be released will be furnished
under Section 12.04(c);

(vi) that if the Mortgaged Collateral to be released is only a portion of a Mortgaged Vessel, following such
release, that the fair value of the Mortgaged Vessel (exclusive of the fair value of the released Mortgaged
Collateral) shall not be less than the fair value of such Mortgaged Vessel (exclusive of the fair value of the
released Mortgaged Collateral) prior to such release;

(vii) that all conditions precedent herein provided for

                                                          Page 78
relating to the release of the Collateral in question have been complied with.

(c) If (i) the fair value of the property to be released and of all other property released from the Lien of this
Indenture and the Security Agreements pursuant to this Section 12.04 since the commencement of the then
current calendar year, as shown by the certificate required by
Section 12.04(b)(v), is 10% or more of the aggregate principal amount of the Securities outstanding on the date
of the application, and (ii) the fair value of the Mortgaged Collateral to be so released, as shown by the certificate
filed pursuant to Section 12.04(b)(v), is at least $25,000 and at least 1% of the aggregate principal amount of the
Securities outstanding on the date of the application, a certificate of an Appraiser stating:

(1) the then fair value, in the opinion of the signer, of the property to be released; and

(2) that such release, in the opinion of the signer, will not impair the Lien of this Indenture or the Security
Agreements in contravention of its terms.

(d) The Net Available Cash, which will be paid to the Trustee (except Net Available Cash from any Asset Sale
which is not required, or cannot be required through the passage of time or otherwise, to be used to repurchase
or redeem or to make an offer to repurchase Securities hereunder); and, if any property other than cash, cash
equivalents or obligations is included in the consideration received in connection with such Asset Sale, such
instruments of conveyance, assignment and transfer, if any, as may be necessary, in the Opinion of Counsel to be
given pursuant to Section 12.04(e), to subject to the Lien of this Indenture and the Security Agreements all the
right, title and interest of the Company or the applicable Subsidiary Guarantor in and to such property.

(e) An Opinion of Counsel substantially to the effect (i) that any obligation included in the consideration for any
property so to be released and to be received by the Trustee pursuant to Section 12.04(d) is a valid and binding
obligation enforceable in accordance with its terms and is effectively pledged under the Security Agreements, (ii)
that any Lien granted by a purchaser to secure a purchase money obligation is a fully perfected Lien and such
instrument granting such Lien is enforceable in accordance with its terms, (iii) either (x) that such instruments of
conveyance, assignment and transfer as have been or are then delivered to the Trustee are sufficient to subject to
the Lien of this Indenture and the applicable Security Agreements all the right, title and interest of the Company or
the applicable Subsidiary Guarantor or Pledgor in and to any property, other than cash, cash equivalents and
obligations, that is included in the consideration for the Mortgaged Collateral so to be released and is to be
received by the Trustee pursuant to Section 12.04(d), subject to no Lien other than Permitted Liens or (y) that no
instruments of conveyance, assignment or transfer are necessary for such purpose, (iv) that the Company or the
applicable Subsidiary Guarantor or Pledgor has corporate power to own all property included in the
consideration for such release, and (v) that all conditions precedent herein and under the Security Agreements
relating to the release of such Collateral have been complied with.

(f) If the Mortgaged Collateral to be released is only a portion of a Mortgaged Vessel, an Opinion of Counsel
relating to the Mortgaged Vessel confirming that after such release, the Lien of the Mortgage continues
unimpaired as a perfected Lien upon the Mortgaged Vessel subject only to Permitted Liens.

                                                        Page 79
In connection with any release, the Company shall (i) execute, deliver and record or file and obtain such
instruments as the Trustee may reasonably require, including amendments to the Security Agreements and this
Indenture, and (ii) deliver to the Trustee such evidence of the satisfaction of the conditions included in this
Indenture and the Security Agreements as the Trustee may reasonably require.

The Company shall exercise its rights under this Section by delivery to the Trustee of a notice (each, a "Release
Notice"), which shall refer to this Section, describe with particularity the items of property proposed to be
covered by the release and be accompanied by a counterpart of the instruments proposed to give effect to the
release fully executed and acknowledged (if applicable) by all parties thereto other than the Trustee and in form
for execution by the Trustee. Upon such compliance, the Company shall direct the Trustee to execute,
acknowledge (if applicable) and deliver to the Company such counterpart within 10 Business Days after receipt
by the Trustee of a Release Notice and the satisfaction of the requirements of this Section.

In case an Event of Default shall have occurred and be continuing, the Company, a Subsidiary Guarantor or a
Pledgor, while in possession of the Mortgaged Collateral (other than cash, cash equivalents, securities and other
personal property held by, or required to be deposited or pledged with, the Trustee hereunder or under any
Security Agreement or with the trustee, mortgagee or other holder of a Permitted Lien), may do any of the things
enumerated in this Section 12.04, if the Trustee in its discretion, or the Holders of a majority in aggregate
principal amount of the Securities outstanding, by appropriate action of such Holders, shall consent to such
action, in which event any certificate filed under this Section shall omit the statement to the effect that no Event of
Default has occurred and is continuing. This paragraph shall not apply, however, during the continuance of an
Event of Default of the type specified in Section 6.01(1) or 6.01(2).

All cash or cash equivalents received by the Trustee pursuant to this Section 12.04 shall be held by the Trustee,
for the benefit of the Holders, as Trust Moneys under Article 13 subject to application as therein provided. All
purchase money and other obligations received by the Trustee pursuant to this
Section 12.04 shall be held by the Trustee for the benefit of the Holders as Mortgaged Collateral.

SECTION 12.05. Eminent Domain, Expropriation and Other Governmental Takings. If any of the Mortgaged
Collateral is taken by eminent domain, expropriation or other similar governmental taking (including a requisition
for hire which is not revoked within six months or a requisition for title) or is sold pursuant to the exercise by any
governmental authority of any right which it may then have to purchase, or to designate a purchaser or to order a
sale of, all or any part of the Mortgaged Collateral, the Trustee shall release the property so taken or purchased,
but only upon receipt by the Trustee of the following:

(a) an Officers' Certificate stating that such property has been taken by eminent domain, expropriation or other
similar governmental taking and the amount of the award therefor, or that such property has been sold pursuant to
a right vested in a governmental authority to purchase, or to designate a purchaser, or order a sale of such
property and the amount of the proceeds of such sale, that the amount of the proceeds of the property so sold is
not less than the amount to which the Company or the applicable Subsidiary Guarantor or Pledgor is legally
entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing
such sale, as the case may be, and that all conditions precedent herein provided for relating to such release have
been complied with;

(b) to hold as Trust Moneys, subject to the disposition thereof

                                                       Page 80
pursuant to Article 13 hereof, the award for such property or the proceeds of such sale to the extent provided
under the Security Agreements; and

(c) an Opinion of Counsel substantially to the effect that:

(1) such property has been taken by eminent domain, expropriation or other similar governmental taking
(including a requisition for hire which is not revoked within six months or a requisition for title) or has been sold
pursuant to the exercise of a right vested in a governmental authority to purchase, or to designate a purchaser or
order a sale of, such property; and

(2) the instruments and the award or proceeds of such sale which have been or are therewith delivered to and
deposited with the Trustee conform to the requirements of this Indenture and the Security Agreements and that,
upon the basis of such application, the Trustee is permitted by the terms hereof and of the Security Agreements to
execute and deliver the release requested, and that all conditions precedent herein provided for relating to such
release have been complied with.

In any proceedings for the taking or purchase or sale of any part of the Mortgaged Collateral, by eminent
domain, expropriation or other similar governmental taking or by virtue of any such right to purchase or designate
a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel, at the
Company's expense, for the Company.

All cash received by the Trustee pursuant to this Section 12.05 shall be held by the Trustee as Trust Moneys
under Article 13 subject to application as therein provided. All purchase money and other obligations received by
the Trustee pursuant to this Section 12.05 shall be held by the Trustee as Mortgaged Collateral subject to
application as provided in Section 12.10.

SECTION 12.06. Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements. The release of
any Mortgaged Collateral from the terms hereof and of the Security Agreements or the release of, in whole or in
part, the Liens created by the Security Agreements, will not be deemed to impair the Lien on the Collateral in
contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the
applicable Security Agreements and pursuant to the terms of this Article 12. The Trustee and each of the Holders
acknowledge that a release of Mortgaged Collateral or a Lien strictly in accordance with the terms of the Security
Agreements and of this Article 12 will not be deemed for any purpose to be an impairment of the Lien on the
Mortgaged Collateral in contravention of the terms of this Indenture. To the extent applicable, the Company and
each obligor on the Securities shall cause ss. 314(d) of the TIA relating to the release of property or securities
from the Lien hereof and of the Security Agreements to be complied with. Any certificate or opinion required by
ss. 314(d) of the TIA may be made by an officer of the Company, except in cases which ss. 314(d) of the TIA
requires that such certificate or opinion be made by an independent person.

SECTION 12.07. Suits To Protect the Mortgaged Collateral. Subject to the provisions of the Security
Agreements, the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Mortgaged Collateral by any acts which may be unlawful or in
violation of any of the Security Agreements or this Indenture, and such suits and proceedings as the Trustee, in its
sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the
Mortgaged Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional
or otherwise invalid if the enforcement of, or compliance with, such enactment,

                                                       Page 81
rule or order would impair the Lien on the Mortgaged Collateral or be prejudicial to the interests of the Holders
or the Trustee).

SECTION 12.08. Purchaser Protected. In no event shall any purchaser in good faith of any property purported
to be released hereunder be bound to ascertain the authority of the Trustee to execute the release or to inquire as
to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see
to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or
other transferee of any property or rights permitted by this Article 12 to be sold be under obligation to ascertain
or inquire into the authority of the Company or the applicable Subsidiary Guarantor to make any such sale or
other transfer.

SECTION 12.09. Powers Exercisable by Receiver or Trustee. In case the Mortgaged Collateral shall be in the
possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12 upon the Company
or a Subsidiary Guarantor with respect to the release, sale or other disposition of such property may be exercised
by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of
any similar instrument of the Company or a Subsidiary Guarantor or of any officer or officers thereof required by
the provisions of this Article 12; and if the Trustee shall be in the possession of the Mortgaged Collateral under
any provision of this Indenture, then such powers may be exercised by the Trustee.

SECTION 12.10. Disposition of Obligations Received. All purchase money and other obligations received by
the Trustee under this Article shall be held by the Trustee as a part of the Mortgaged Collateral. Upon payment in
cash or cash equivalents by or on behalf of the Company to the Trustee of the entire unpaid principal amount of
any such obligation, to the extent not constituting Net Available Cash which may be required, through the passage
of time or otherwise, to be used to redeem or repurchase or to make an offer to redeem or repurchase
Securities, the Trustee shall release and transfer such obligation and any mortgage securing the same upon receipt
of any documentation that the Trustee may reasonably require. Any cash or cash equivalents received by the
Trustee in respect of the principal of any such obligations shall be held by the Trustee as Trust Moneys under
Article 13 subject to application as therein provided and as provided in the Security Agreements. Until the
Securities are accelerated, pursuant to Section 6.02, all interest and other income on any such obligations, when
received by the Trustee shall be paid to the Company from time to time in accordance with Section 13.08. If the
Securities have been accelerated pursuant to Section 6.02, any such interest or other income not theretofore
paid, when collected by the Trustee, shall be applied by the Trustee in accordance with Section 6.10.

SECTION 12.11. Determinations Relating to Mortgaged Collateral. In the event (i) the Trustee shall receive any
written request from the Company, a Subsidiary Guarantor or a Pledgor under any Security Agreement for
consent or approval with respect to any matter or thing relating to any Mortgaged Collateral or the Company's, a
Subsidiary Guarantor's or a Pledgor's obligations with respect thereto or (ii) there shall be due to or from the
Trustee under the provisions of any Security Agreement any material performance or the delivery of any material
instrument or (iii) the Trustee shall become aware of any material nonperformance by the Company, a Subsidiary
Guarantor or a Pledgor of any covenant or any material breach of any representation or warranty of the
Company, a Subsidiary Guarantor or a Pledgor set forth in any Security Agreement, then, in each such event, the
Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants,
agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or
render any requested performance or response to such nonperformance or breach. The Trustee shall be fully
protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such
expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other
sections of

                                                      Page 82
this Indenture if such action is agreed to by Holders of a majority in principal amount of the Securities pursuant to
Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it
to environmental liabilities or taxation, require (i) direction from the Holders of a majority in principal amount of
the Securities in accordance with Section 6.05 hereof and (ii) indemnification in accordance with Section 6.05.

SECTION 12.12. Release upon Termination of the Company's Obligations. In the event that the Company
delivers an Officers' Certificate certifying that all the obligations under this Indenture, the Securities and the
Security Agreements have been satisfied and discharged by complying with the provisions of Article 8 or by the
payment in full of the Company's obligations under the Securities, this Indenture and the Security Agreements, the
Trustee shall deliver to the Company a notice stating that the Trustee, on behalf of the Holders, disclaims and
gives up any and all rights it has in or to the Mortgaged Collateral, and any rights it has under the Security
Agreements.

SECTION 12.13. Substitution of Mortgaged Vessel. In addition to its rights under Sections 12.03 and Section
12.04, the Company shall have the right, at any time and from time to time, to substitute any Mortgaged Vessel
with a Substitute Mortgaged Vessel, upon compliance with the requirements and conditions of this Section 12.13
and Section 4.06 (if applicable) and Section
4.14. On the date on which a Substitute Mortgaged Vessel is tendered to the Trustee as part of the Collateral
(the "Vessel Substitution Date"), the Trustee shall release such Mortgaged Vessel from the Lien of this Indenture
and the Security Agreements upon receipt by the Trustee of a Substitution Notice requesting such substitution,
describing the Mortgaged Vessel to be released and the Substitute Mortgaged Vessel that the Company or a
Restricted Subsidiary will tender, or cause to be to be tendered, to the Trustee as Collateral in substitution for the
Mortgaged Vessel, together with:

(a) If the Mortgaged Vessel to be released has a book value of at least $5,000,000, a Board Resolution
requesting such release and authorizing an application to the Trustee to tender a Substitute Mortgaged Vessel in
substitution therefor.

(b) An Officers' Certificate, dated not more than 30 days prior to the date of the application for such release, in
each case stating in substance as follows:

(i) that, in the opinion of the signers, the security afforded by this Indenture and the Security Agreements will not
be impaired by such substitution in contravention of the provisions of this Indenture;

(ii) that no Event of Default has occurred and is continuing;

(iii) the Appraised Value of the Substitute Mortgaged Vessel at the Vessel Substitution Date is at least equal to
the Appraised Value of the Mortgaged Vessel for which it is being substituted; and

(iv) that all conditions precedent herein provided for relating to the release of the Mortgaged Vessel and the
tender of the Substitute Mortgaged Vessel in question have been complied with.

(c) An Opinion of Counsel substantially to the effect (i) that such instruments of conveyance, assignment and
transfer as have been or are then delivered to the Trustee are sufficient to subject the Substitute Mortgaged
Vessel to the Lien of this Indenture and the applicable Security Agreements and to transfer all the right, title and
interest of the Company or the applicable Subsidiary Guarantor or Pledgor in and to such Substitute Mortgaged
Vessel to be received by the Trustee pursuant to this Section, subject to no Lien other than Permitted Liens, (ii)
that the

                                                       Page 83
Company or the applicable Subsidiary Guarantor or Pledgor has corporate power to own all Substitute
Mortgaged Vessels included in the consideration for such substitution, and (iii) that all conditions precedent herein
and under the Security Agreements relating to the release of such Collateral have been complied with.

(d) Written appraisals by two independent Appraisers as of the Vessel Substitution Date, stating (i) the
approximate fair value of the Mortgaged Vessel to be released and (ii) the approximate fair value of the
Substitute Mortgaged Vessel to be tendered to the Trustee as Collateral in substitution for the Mortgaged Vessel
to be released.

(e) Original certificates, certified to be true and complete by an Officer of the Company, representing the Capital
Stock of any Restricted Subsidiary owning such Substitute Mortgaged Vessel of which the Company or a Wholly
Owned Subsidiary that is a Subsidiary Guarantor is the record and beneficial owner (unless such Restricted
Subsidiary is already a Subsidiary Guarantor), together with an Officers' Certificate with respect thereto.

(f) Copies, certified to be true and complete by an Officer of the Company, of any Charters related to such
Substitute Mortgaged Vessel.

(g) The report of an insurance broker required by Section 3(U)(viii) of the form of Mortgage attached as Exhibit
C to this Indenture, with respect to insurance policies maintained in respect of each such Substitute Mortgaged
Vessel, which report shall include loss payable clauses substantially in the form set forth in Schedule 1 to the form
of Assignment of Insurance.

(h) With respect to oceangoing Vessels, a classification certificate, dated as of a date not more than 30 days prior
to the date on which such Substitute Mortgaged Vessel is tendered, from a classification society with respect to
each such Substitute Mortgaged Vessel.

(i) a fully executed Guarantee Agreement in respect of its Subsidiary Guarantee substantially in the form attached
as Exhibit F to the Escrow Agreement; provided that no Subsidiary Guarantee need be provided if each of the
owner of the Mortgaged Vessel and the owner of the Substitute Mortgaged Vessel is not a Wholly Owned
Subsidiary;

In connection with any substitution, the Company shall (i) execute, deliver and record or file and obtain such
instruments as the Trustee may reasonably require, including a Mortgage (which shall be submitted to the
appropriate registry office as soon as reasonably practicable, but in no event later than 5 Business Days, after the
Vessel Substitution Date), the Security Agreements and this Indenture, and (ii) deliver to the Trustee such
evidence of the satisfaction of the conditions included in this Indenture and the Security Agreements as the
Trustee may reasonably require.

The Company shall exercise its rights under this Section by delivery to the Trustee of a notice (each, a
"Substitution Notice"), which shall refer to this Section, describe with particularity the Mortgaged Vessels and
Substitute Mortgaged Vessels proposed to be covered by the substitution and be accompanied by a counterpart
of the instruments proposed to give effect to the substitution fully executed and acknowledged (if applicable) by
all parties thereto other than the Trustee and in form for execution by the Trustee. Upon such compliance, the
Company shall direct the Trustee to execute, acknowledge (if applicable) and deliver to the Company, at the
Company's sole cost and expense, such counterpart within 10 Business Days after receipt by the Trustee of a
Substitution Notice and the satisfaction of the requirements of this Section.

In case an Event of Default shall have occurred and be continuing,

                                                      Page 84
the Company, a Subsidiary Guarantor or a Restricted Subsidiary, while in possession of the Mortgaged Vessels,
may do any of the things enumerated in this
Section 12.13, if the Trustee in its discretion, or the Holders of a majority in aggregate principal amount of the
Securities outstanding, by appropriate action of such Holders, shall consent to such action, in which event any
certificate filed under this Section shall omit the statement to the effect that no Event of Default has occurred and
is continuing. This paragraph shall not apply, however, during the continuance of an Event of Default of the type
specified in Section 6.01(1) or 6.01(2).

                                                   ARTICLE 13

                                          Application of Trust Moneys

SECTION 13.01. "Trust Moneys" Defined. All cash or cash equivalents received by the Trustee:

(a) upon the release of property from the Lien of this Indenture and the Security Agreements, including all moneys
received in respect of the principal of all purchase money, governmental and other obligations; or

(b) as compensation for, or proceeds of sale of, any part of the Mortgaged Collateral taken by eminent domain
or purchased by, or sold pursuant to an order of, a governmental authority or otherwise disposed of; or

(c) as proceeds of insurance upon any part of the Mortgaged Collateral (other than any liability insurance
proceeds payable to the Trustee for any loss, liability or expense incurred by it); or

(d) for application under this Article as elsewhere provided in this Indenture or any Security Agreement, or
whose disposition is not elsewhere otherwise specifically provided for herein or in any Security Agreement;

(all such moneys being herein sometimes called "Trust Moneys"), shall be held by the Trustee for the benefit of
the Holders of Securities as a part of the Mortgaged Collateral, shall be held in United States dollars or U.S.
dollar denominated obligations, and, upon any entry upon or sale of the Mortgaged Collateral or any part thereof
pursuant to Article 6, said Trust Moneys shall be applied in accordance with Section 6.10; but, prior to any such
entry or sale, all or any part of the Trust Moneys may be withdrawn, and shall be released, paid or applied by the
Trustee, from time to time as provided in Sections 13.02 to 13.05, inclusive, may be applied by the Trustee as
provided in Section 13.07(b) and, if applicable, shall be released pursuant to Section 4.17.

SECTION 13.02. Retirement of Securities. The Trustee shall apply Trust Moneys from time to time to the
payment of the principal of and interest on any Securities, at final maturity or to the redemption thereof or the
purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or
more of such ways, including pursuant to a redemption under Article 3 or a required repurchase pursuant to
Section 4.11 or 4.16(b), as the Company shall request, upon receipt by the Trustee of the following:

(a) a resolution of the Board of Directors directing the application pursuant to this Section of a specified amount
of Trust Moneys (denominated in U.S. dollars) and in case any such moneys are to be applied to payment,
designating any Securities, so to be paid and, in case any such moneys are to be applied to the purchase of any
Securities, prescribing the method of purchase, the price or

                                                      Page 85
prices to be paid and the maximum principal amount of any Securities, to be purchased and any other provisions
of this Indenture governing such purchase;

(b) additional cash (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or
purchase price purchase, which cash shall be held by the Trustee in trust for such purpose;

(c) an Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating

(i) that no Default exists; and

(ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Moneys
have been complied with; and

(d) an Opinion of Counsel stating that the documents and the cash or cash equivalents, if any, which have been or
are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and that
all conditions precedent herein provided for relating to such application of Trust Moneys have been complied
with.

Upon compliance with the foregoing provisions of this Section, the Trustee shall apply Trust Moneys available
therefor as directed and specified by such resolution, up to, but not exceeding, the principal amount of the
Securities to be so paid, redeemed or purchased.

A resolution of the Board of Directors expressed to be irrevocable directing the application of Trust Moneys
under this Section to the payment of the principal of particular Securities shall for all purposes of this Indenture be
deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such Trust Moneys
and any cash deposited with the Trustee pursuant to subsection (b) of this Section shall not, after compliance with
the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust Moneys.

SECTION 13.03. Withdrawals of Insurance Proceeds and Condemnation Awards; Withdrawals of Net
Available Cash. (a) To the extent that any Trust Moneys consist of either (i) the proceeds of insurance upon any
part of the Mortgaged Collateral or (ii) any award for or the proceeds from any of the Collateral being taken by
eminent domain, expropriation or other similar governmental taking (including a requisition for hire which is not
revoked within six months or a requisition for title) or sold pursuant to the exercise by any governmental authority
of any right which it may then have to purchase, or to designate a purchaser or to order a sale of any part of the
Mortgaged Collateral, such Trust Moneys may be withdrawn by the Company or the applicable Subsidiary
Guarantor or Pledgor and shall be paid by the Trustee upon a request by the Company to the Trustee by the
proper officer or officers of the Company or the applicable Subsidiary Guarantor or Pledgor to reimburse the
Company or the applicable Subsidiary Guarantor or Pledgor for expenditures made, or to pay costs incurred, by
the Company or the applicable Subsidiary Guarantor or Pledgor to repair, rebuild or replace the property
destroyed, damaged or taken (including the acquisition of a Qualified Substitute Vessel), upon receipt by the
Trustee of the following:

(I) an Officers' Certificate dated not more than 30 days prior to the date of the application for the withdrawal and
payment of such Trust Moneys and setting forth:

(i) that expenditures have been made, or costs incurred,

                                                       Page 86
including any Ready for Sea Cost, or will be incurred simultaneous with such withdrawal of Trust Moneys, by the
Company or the applicable Subsidiary Guarantor or Pledgor in a specified amount for the purpose of making
certain repairs, rebuildings and replacements of the Mortgaged Collateral (including the acquisition of a Qualified
Substitute Vessel), which shall be briefly described, and stating the fair value (which shall be substantiated by an
Appraiser's certificate attached thereto) thereof to the Company at the date of the acquisition thereof by the
Company, except that it shall not be necessary under this paragraph to state the fair value of any of such repairs,
rebuildings or replacements that are separately described pursuant to paragraph (vi) of this subsection
(I) and whose fair value is stated in the Appraiser's certificate under the following subsection (II) of this Section;

(ii) that no part of such expenditures, in any previous or then pending application, has been or is being made the
basis for the withdrawal of any Trust Moneys pursuant to this Section 13.03;

(iii) that no part of such expenditures or costs has been paid out of either the proceeds of insurance upon any part
of the Mortgaged Collateral not required to be paid to the Trustee under the Mortgage or any award for or the
proceeds from any of the Mortgaged Collateral being taken not required to be paid to the Trustee under Section
12.05 hereof, as the case may be;

(iv) that there is no outstanding indebtedness or other obligation, other than costs for which payment is being
requested, known to the Company, after due inquiry, for the purchase price or construction of such repairs,
rebuildings or replacements, or for labor, wages, materials or supplies in connection with the making thereof,
which, if unpaid, might become the basis of a vendor's, mechanics', laborer's, materialmen's, statutory or other
similar Lien upon any of such repairs, rebuildings or replacement, which Lien might, in the opinion of the signers
of such certificate, materially impair the security afforded by such repairs, rebuildings or replacement;

(v) that the property to be repaired, rebuilt or replaced is necessary or desirable in the conduct of the
Company's, the Subsidiary Guarantors' or the Pledgors' business;

(vi) whether any part of such repairs, rebuildings or replacements, within six months before the date of acquisition
thereof by the Company, a Subsidiary Guarantor or a Pledgor, has been used or operated by others other than
the Company, a Subsidiary Guarantor or a Pledgor in a business similar to that in which such property has been
or is to be used or operated by the Company, a Subsidiary Guarantor or a Pledgor, and whether the fair value to
the Company, a Subsidiary Guarantor or a Pledgor, at the date of such acquisition, of such part of such repairs,
rebuildings or replacement is at least $25,000 and 1% of the aggregate principal amount of the outstanding
Securities; and, if all such facts are present, such part of said repairs, rebuildings or replacements shall be
separately described, and it shall be stated that an Appraiser's certificate as to the fair value to the Company of
such separately described repairs, rebuildings or replacements will be furnished under the following subsection
(II) of this Section 13.03(a);

(vii) that no Default shall have occurred and be continuing;

(viii) that the Trust Moneys that will remain after such

                                                       Page 87
withdrawal will be sufficient to complete the maintenance or repairs of the property destroyed, damaged or
taken; and

(ix) that all conditions precedent herein provided for relating to such withdrawal and payment have been complied
with.

(II) In case any part of such maintenance or repairs is separately described pursuant to the foregoing paragraph
(vi) of subsection (I) of this Section, a certificate of an Appraiser stating the fair value to the Company, the
Subsidiary Guarantors or the Pledgor, in such Appraiser's opinion, of such separately described maintenance or
repairs at the date of the completion thereof by the Company, the Subsidiary Guarantors or the Pledgors.

(III) An Opinion of Counsel substantially stating:

(i) that the instruments that have been or are therewith delivered to the Trustee conform to the requirements of
this Indenture or the Security Agreements, and that, upon the basis of such Company request and the
accompanying documents specified in this Section 13.03, all conditions precedent herein provided for relating to
such withdrawal and payment have been complied with, and the Trust Moneys whose withdrawal is then
requested may be lawfully paid over under this Section 13.03;

(ii) that the Company or the applicable Subsidiary Guarantor or Pledgor has acquired title to said repairs,
rebuildings and replacements at least the equivalent to its title to the property destroyed, damaged or taken, and
that the same and every part thereof are free and clear of all Liens prior to the Lien of this Indenture and the
Security Agreements, except Permitted Liens to which the property so destroyed, damaged or taken shall have
been subject at the time of such destruction, damage or taking; and

(iii) that all the Company's or the applicable Subsidiary Guarantor's or Pledgor's right, title and interest in and to
said repairs, rebuilding or replacements, or combination thereof, are then subject to the Lien of this Indenture and
the Security Agreements.

(b) To the extent that any Trust Moneys consist of Net Available Cash attributable to a Sold Mortgaged Vessel
(other than the receipt by a Pledgor of Net Available Cash attributable to the sale of its Mortgaged Vessel or the
sale of its Capital Stock to the Company or a Restricted Subsidiary) or to the Sale Equivalent Portion of
Bareboat Charter Funds, such Trust Moneys may be withdrawn by the Company or the applicable Subsidiary
Guarantor or Pledgor, and shall be paid by the Trustee, upon a request by the Company to the Trustee by the
proper officer or officers of the Company or the applicable Subsidiary Guarantor or Pledgor, to the Company or
the applicable Subsidiary Guarantor or Pledgor, in connection with the acquisition of a Qualified Substitute
Vessel, including certain related maintenance and repairs, in accordance with the conditions set forth below and,
upon receipt by the Trustee of the following:

(I) an Officers' Certificate dated not more than 30 days prior to the date of the application for the withdrawal and
payment of such Trust Moneys and setting forth:

(i) either (x) that expenditures have been made, or costs incurred, or will be incurred simultaneously with such
withdrawal of Trust Moneys, by the Company or the applicable Subsidiary Guarantor or Pledgor in a specified
amount in connection with the acquisition of a Qualified SubstituteVessel in accordance with the terms of an

                                                      Page 88
Acquisition Contract that has been (or will be) executed and is (or will be) in full force and effect for the purpose
of acquiring a Qualified Substitute Vessel to replace the Mortgaged Vessel, which Qualified Substitute Vessel
shall be briefly described, and stating the fair value thereof (which shall be substantiated by an Appraiser's
certificate attached thereto) to the Company at the date of the acquisition thereof by the Company, or (y) that
expenditures have been made, or costs incurred, including Ready for Sea Costs, or will be incurred
simultaneously with such withdrawal of Trust Moneys, by the Company or the applicable Subsidiary Guarantor
or Pledgor in a specified amount for the purpose of making certain maintenance, repairs (including structural
modifications) or drydocking expenses, including survey expenses, relating to such Qualified Substitute Vessel,
which shall be briefly described, and stating the fair value thereof (which shall be substantiated by an Appraiser's
certificate attached thereto) to the Company at the date of the acquisition thereof by the Company;

(ii) that no part of such expenditures, in any previous or then pending application, has been or is being made the
basis for the withdrawal of any Trust Moneys pursuant to this Section 13.03;

(iii) that there is no outstanding indebtedness or other obligation, other than costs for which payment is being
requested, known to the Company, after due inquiry, for the purchase price or construction of such maintenance
or repairs, or for labor, wages, materials or supplies in connection with the making thereof, which, if unpaid, might
become the basis of a vendor's, mechanics', laborer's, materialmen's, statutory or other similar Lien upon any of
such repairs, rebuildings or replacement, which Lien might, in the opinion of the signers of such certificate,
materially impair the security afforded by such repairs, rebuildings or replacement;

(iv) that the Qualified Substitute Vessel to be acquired, maintained or repaired is necessary or desirable in the
conduct of the Company's, the Subsidiary Guarantors' or the Pledgors' business;

(v) that no Default shall have occurred and be continuing;

(vi) that all conditions precedent herein provided for relating to such withdrawal and payment have been complied
with.

(II) An Opinion of Counsel substantially stating:

(i) that the instruments that have been or are therewith delivered to the Trustee conform to the requirements of
this Indenture and the Security Agreements, and that, upon the basis of such Company, Subsidiary Guarantor or
Pledgor request and the accompanying documents specified in this Section 13.03, all conditions precedent herein
provided for relating to such withdrawal and payment have been complied with, and the Trust Moneys whose
withdrawal is then requested may be lawfully paid over under this
Section 13.03;

(ii) that the Company or the applicable Subsidiary Guarantor or Pledgor has acquired title to said Qualified
Substitute Vessel, and that the same and every part thereof are free and clear of all Liens prior to the Lien of this
Indenture and the Security Agreements, except Permitted Liens; and

(iii) that all the Company's or the applicable Subsidiary Guarantor's or Pledgor's right, title and interest in and to
such Qualified Substitute Vessel, are then subject to the Lien of this

                                                       Page 89
                                   Indenture and the Security Agreements.

(c) Upon compliance with the foregoing provisions of this Section 13.03(a) or (b), the Trustee shall pay on the
Company's request an amount of Trust Moneys of the character aforesaid equal to the amount of the
expenditures or costs stated in the Officers' Certificate required by
Section 13.03(a) or (b); provided, however, that notwithstanding the above, so long as no Default shall have
occurred and be continuing, in the event that any insurance proceeds or award for such property or proceeds of
such sale, in each case contemplated by Section 13.03(a), does not exceed $5,000,000, and, in the good faith
estimate of the Company and the applicable Subsidiary Guarantor or Pledgor, such destruction or damage
resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect
the value or use of the Mortgaged Collateral in any material respect, upon delivery to the Trustee of an Officers'
Certificate to such effect, the Company may direct the Trustee and, upon such direction, the Trustee and the
Company shall direct the insurer to release directly to the Company or the applicable Subsidiary Guarantor or
Pledgor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof
and of the Security Agreements.

SECTION 13.04. Powers Exercisable Notwithstanding Event of Default. In case Default shall have occurred
and shall be continuing, the Company, while in possession of the Mortgaged Collateral (other than cash, cash
equivalents, securities and other personal property held by, or required to be deposited or pledged with, the
Trustee hereunder or under the Security Agreements), may do any of the things enumerated in Sections 13.02
and 13.03 if the Trustee in its discretion, or the Holders of a majority in aggregate principal amount of the
outstanding Securities, by appropriate action of such Holders, shall consent to such action, in which event any
certificate filed under any of such Sections shall omit the statement to the effect that no Default has occurred and
is continuing. This Section 13.04 shall not apply, however, during the continuance of a Default of the type
specified in Section 6.01(1) or 6.01(2).

SECTION 13.05. Powers Exercisable by Trustee or Receiver. In case the Mortgaged Collateral (other than any
cash, cash equivalents, securities and other personal property held by, or required to be deposited or pledged
with, the Trustee hereunder or under the Security Agreements) shall be in the possession of a receiver or trustee
lawfully appointed, the powers hereinbefore in this Article 13 conferred upon the Company, the Subsidiary
Guarantors and the Pledgors with respect to the withdrawal or application of Trust Moneys may be exercised by
such receiver or trustee, in which case a certificate signed by such receiver or trustee shall be deemed the
equivalent of any Officers' Certificate required by this Article 13. If the Trustee shall be in possession of any of
the Mortgaged Collateral hereunder or under the Security Documents, such powers may be exercised by the
Trustee in its discretion.

SECTION 13.06. Disposition of Securities Retired. All Securities received by the Trustee and for whose
purchase Trust Moneys are applied under this Article 13, if not otherwise canceled, shall be promptly canceled
and destroyed by the Trustee unless the Trustee shall be otherwise directed by Company request. Upon
destruction of any Securities, the Trustee shall issue a certificate of destruction to the Company.

SECTION 13.07. Investment and Use of Trust Moneys. (a) All or any part of any Trust Moneys held by the
Trustee hereunder (except such as may be held for the account of any particular Securities), shall from time to
time at the direction of the Company be invested or reinvested by the Trustee in Temporary Cash Investments.
Unless a Default occurs and is continuing, any interest on such Temporary Cash Investments (in excess of any
accrued interest paid at the time of purchase) which may be received by the Trustee shall be paid periodically to
the Company. Such Temporary Cash Investments shall be held by

                                                      Page 90
the Trustee as a part of the Mortgaged Collateral, subject to the same provisions hereof as the cash used by it to
purchase such cash equivalents. The Trustee shall not be liable or responsible for any loss resulting from such
investments or sales except only for its own grossly negligent action, its own grossly negligent failure to act or its
own willful misconduct in complying with this Section 13.07.

(b) If the Company or any Subsidiary Guarantor or Pledgor shall fail to perform any of its covenants in this
Indenture or under any Security Agreement, the Trustee may (but shall not be required to) at any time and from
time to time, use, apply and advance any Trust Moneys held by it under this Article 13 or make advances to
effect performance of any such covenant on behalf of the Company, such Subsidiary Guarantor or such Pledgor
as contemplated by this Indenture or the Security Agreements; provided, however, that the Trustee shall not be
required to make any such advances from its own funds; provided further, however, that all moneys so used or
advanced by the Trustee, together (in the case of funds advanced by the Trustee) with interest at the rate borne
by the Securities shall be repaid by the Company or the applicable Subsidiary Guarantor or Pledgor upon
demand and such advances shall be secured under the Mortgages prior to the Securities. For repayment of all
such advances the Trustee shall have the right to use and apply any Trust Moneys at any time held by it under
Article 13 but no such use of Trust Moneys or advance shall relieve the Company, such Subsidiary Guarantor or
such Pledgor from any Default.

                                                   ARTICLE 14

                                                   Miscellaneous

SECTION 14.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA, the required provision shall
control.

SECTION 14.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail or overnight courier addressed as follows:

                         if to the Company or any Subsidiary Guarantor or Pledgor:

                                           Ultrapetrol (Bahamas) Limited

c/o H&J Corporate Services Ltd. Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas
Attention of Secretary

with a copy to:

Ultrapetrol (Bahamas) Limited c/o Ravenscroft Shipping Inc. 3251 Ponce de Leon Boulevard Coral Gables,
Florida 33134
Attention of Secretary

                                                 if to the Trustee:

                                    Manufacturers and Traders Trust Company

Corporate Trust Administration 25 South Charles Street
Baltimore, MD 21201

                                                       Page 91
Attention: Robert D. Brown
Facsimile: 410-244-4236

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

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

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

SECTION 14.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant
to TIA ss. 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities.
The Company, the Subsidiary Guarantors, the Pledgors, the Trustee, the Registrar and anyone else shall have the
protection of TIA ss. 312(c).

SECTION 14.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the
Company, Subsidiary Guarantor or a Pledgor to the Trustee to take or refrain from taking any action under this
Indenture, the Company or such Subsidiary Guarantor shall furnish to the Trustee:

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

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

SECTION 14.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include:

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

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

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

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been
complied with.

SECTION 14.06. When Securities Disregarded. In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by
any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the
Company shall be disregarded and deemed not to be

                                                       Page 92
outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.
Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such
determination.

SECTION 14.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for
action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for
their functions.

SECTION 14.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York and the State of Maryland. If a payment date is
a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be
affected.

SECTION 14.09. Governing Law. This Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York.

SECTION 14.10. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Securities or this Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 14.11. Successors. All agreements of the Company, the Subsidiary Guarantors and Pledgors in this
Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 14.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

SECTION 14.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to
be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 14.14. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and
delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i)
acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation
System (and any successor entity), as its authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements that may be
instituted in any federal or state court in the State of New York, Borough of Manhattan or brought by the Trustee
(whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT
Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such
suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of
said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect
effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in
any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree
to take any and all action, including the execution and filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment of CT Corporation System in full force and
effect so long as this Indenture shall be in full force and effect.

The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally
waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security
Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The
Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent
permitted by law.

                                                     Page 93
In Witness Whereof, the parties have caused this Indenture to be duly executed as of the date first written above.

ULTRAPETROL (BAHAMAS) LIMITED, as principal obligor on the Securities,

                                      By: /s/   Leonard J. Hoskinson
                                          ---------------------------
                                         Name: Leonard J. Hoskinson
                                         Title: Secretary




Bayham Investments S.A.

                                            Baldwin Maritime Inc.
                                            Cavalier Shipping Inc.
                                   Corporacion de Navegacion Mundial S.A.
                                            Danube Maritime Inc.
                                            General Ventures Inc.
                                    Imperial Maritime Ltd. (Bahamas) Inc.
                                            Kattegat Shipping Inc.
                                             Kingly Shipping Ltd.
                                            Majestic Maritime Ltd.
                                              Massena Port S.A.
                                           Monarch Shipping Ltd.
                                             Noble Shipping Ltd.
                                                Oceanpar S.A.
                                          Oceanview Maritime Inc.
                                                 Parfina S.A.
                                        Parkwood Commercial Corp.
                                     Princely International Finance Corp.
                                     Regal International Investments S.A.
                                        Riverview Commercial Corp.
                                           Sovereign Maritime Ltd.
                                           Stanmore Shipping Inc.
                                              Tipton Marine Inc.
                                         Ultrapetrol International S.A.
                                               Ultrapetrol S.A.
                                         UP Offshore (Holdings) Ltd.

                                         each as a Subsidiary Guarantor,

                                      By: /s/   Leonard J. Hoskinson
                                          ----------------------------
                                         Name: Leonard J. Hoskinson
                                         Title: Attorney-in-Fact




                                               RIVERPAR S.A.
                                                 UABL S.A.,

                                               each as a Pledgor,

                                     By: /s/   Leonard J. Hoskinson
                                         -----------------------------
                                        Name: Leonard J. Hoskinson
                                        Title: Attorney-in-Fact




                     MANUFACTURERS AND TRADERS TRUST COMPANY, as
                                       Trustee,
By: /s/ Robert D. Brown
    -------------------------
  Name: Robert D. Brown
  Title: Vice President




          Page 94
                              RULE 144A / REGULATION S / IAI APPENDIX

                          PROVISIONS RELATING TO INITIAL SECURITIES,
                                PRIVATE EXCHANGE SECURITIES
                                  AND EXCHANGE SECURITIES

                                                   1 Definitions

1.1 Definitions

For the purposes of this Appendix the following terms shall have the meanings indicated below:

"Applicable Procedures" means, with respect to any transfer or transaction involving a Regulation S Global
Security or beneficial interest therein, the rules and procedures of the Depository for such a Regulation S Global
Security, to the extent applicable to such transaction and as in effect from time to time.

"Definitive Security" means a certificated Initial Security or Exchange Security or Private Exchange Security
bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e).

"Depository" means The Depository Trust Company, its nominees and their respective successors.

"Distribution Compliance Period", with respect to any Securities, means the period of 40 consecutive days
beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S
under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Securities.

"Exchange Securities" means the 9% First Preferred Ship Mortgage Notes due 2014 issued pursuant to the
Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement.

                                                      Page 95
"IAI" means an institutional "accredited investor", as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act.

"Initial Purchaser" means Credit Suisse First Boston LLC.

"Initial Securities" means $180,000,000 aggregate principal amount of 9% First Preferred Ship Mortgage Notes
due 2014 issued on the Issue Date.

"Private Exchange" means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial
Purchaser to issue and deliver to the Initial Purchaser, in exchange for the Initial Securities held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Securities.

"Private Exchange Securities" means any 9% First Preferred Ship Mortgage Notes due 2014 issued in
connection with a Private Exchange.

"Purchase Agreement" means the Purchase Agreement dated November 10, 2004, among the Company, the
Subsidiary Guarantors and the Pledgors named therein and the Initial Purchaser.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Registered Exchange Offer" means the offer by the Company, pursuant to a Registration Rights Agreement, to
certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the Securities Act.

"Registration Rights Agreement" means the Registration Rights Agreement dated November 24, 2004, among the
Company, the Subsidiary Guarantors and the Pledgors named therein and the Initial Purchaser.

"Rule 144A Securities" means all Securities offered and sold to QIBs in reliance on Rule 144A.

"Securities" means the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a
single class.

"Securities Act" means the Securities Act of 1933.

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

"Shelf Registration Statement" means the registration statement issued by the Company in connection with the
offer and sale of Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement.

"Transfer Restricted Securities" means Securities that bear or are required to bear the legend relating to
restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

1.2 Other Definitions

                         Term                                                      Defined in Section:
                         ----                                                      -------------------
             "Agent Members"                                                       2.1(b)

             "Global Securities"                                                   2.1(a)




                                                       Page 96
                     "IAI Global Security"                                                   2.1(a)

                     "Regulation S"                                                          2.1(a)

                     "Regulation S Global Security"                                          2.1(a)

                     "Rule 144A"                                                             2.1(a)

                     "Rule 144A Global Security"                                             2.1(a)




2. The Securities.

2.1 (a) Form and Dating. The Initial Securities will be offered and sold by the Company pursuant to a Purchase
Agreement. The Initial Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the
Securities Act ("Rule 144A") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S under the Securities Act ("Regulation S"). Initial Securities may thereafter be transferred to, among
others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth
herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more
permanent global Securities in definitive, fully registered form (collectively, the "Rule 144A Global Security");
Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more
permanent global Securities in definitive, fully registered form (collectively, the "Regulation S Global Security");
and Initial Securities to be resold to IAIs shall be issued initially in the form of one or more permanent global
Securities in definitive, fully registered form (collectively, the "IAI Global Security"), in each case without interest
coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1
hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the
Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed
by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in
the Regulation S Global Security will be exchangeable for interests in a Rule 144A Global Security, an IAI Global
Security or a Definitive Security only after the expiration of the Distribution Compliance Period.

Beneficial interests in Regulation S Global Securities or IAI Global Securities may be exchanged for interests in
Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance
with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Security or the IAI
Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the
Trustee) to the effect that the beneficial interest in the Regulation S Global Security or the IAI Global Security, as
applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b)
purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A,
and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an
interest in IAI Global Securities if
(1) such exchange occurs in connection with a transfer of the Securities in compliance with an exemption under
the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as
applicable, first delivers to the Trustee on behalf of the transferee a written certificate (substantially in the form of
Exhibit 2) to the effect that the Regulation S Global Security or Rule 144A Global Security, as applicable, is
being transferred (x) to an "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the Securities for its
own account or for the account of such

                                                        Page 97
an institutional accredited investor, for investment purposes and not with a view to or for offer or sale in
connection with any distribution in violation of the Securities Act, (y) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions and (z) in an aggregate principal amount of
Securities of no less than $250,000 or, if such transfer is in an aggregate principal amount of Securities of less
than $250,000, such transferor shall also deliver to the Trustee an opinion of counsel acceptable to the Company
that such transfer is in compliance with the Securities Act.

Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be transferred to a Person who
takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration
of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the
form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904
of Regulation S or Rule 144 (if applicable).

The Rule 144A Global Security, the IAI Global Security and the Regulation S Global Security are collectively
referred to herein as "Global Securities". The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf
of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver
initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global
Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for the Depository.

Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the
Depository or under such Global Security, and the Company, the Trustee and any agent of the Company or the
Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of
customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in
any Global Security.

(c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial
interests in Global Securities shall not be entitled to receive physical delivery of Definitive Securities.

2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal
amount of $180.0 million 9% First Preferred Ship Mortgage Notes due 2014, and (2) Exchange Securities or
Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively,
pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a
written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated
and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be
Initial Securities, Exchange Securities or Private Exchange Securities. The aggregate principal amount of
Securities outstanding at any time may not exceed

                                                        Page 98
$180,000,000 except as provided in Section 2.06 of this Indenture.

2.3 Transfer and Exchange.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a
request:

(x) to register the transfer of such Definitive Securities; or

(y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized
denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to
the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing;
and

(ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or
exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or
pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and
documents, as applicable:

(A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of
such Holder, without transfer, a certification from such Holder to that effect; or

(B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or

(C) if such Definitive Securities are being transferred
(x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under
the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a
certification to that effect (in the form set forth on the reverse of the Security) and (ii) if the Company so requests,
an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set
forth in the legend set forth in Section 2.3(e)(i).

Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security
may not be exchanged for a beneficial interest in a Rule 144A Global Security, an IAI Global Security or a
Regulation S Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the
Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:

(i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being
transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after
expiration of the Distribution Compliance Period by a Person who initially purchased such Security in reliance on
Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the
Regulation S Global Security;

                                                         Page 99
and

(ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment
on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to
clause (b)(i)(A)), IAI Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) or Regulation S
Global Security (in the case of a transfer pursuant to clause (b)(i)(C)) to reflect an increase in the aggregate
principal amount of the Securities represented by the Rule 144A Global Security, IAI Global Security or
Regulation S Global Security, as applicable, such instructions to contain information regarding the Depository
account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in
accordance with the standing instructions and procedures existing between the Depository and the Securities
Custodian, the aggregate principal amount of Securities represented by the Rule 144A Global Security, IAI
Global Security or Regulation S Global Security, as applicable, to be increased by the aggregate principal amount
of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global Security, IAI Global Security or
Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled.
If no Rule 144A Global Securities, IAI Global Securities or Regulation S Global Securities, as applicable, are
then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company
in the form of an Officers' Certificate of the Company, a new Rule 144A Global Security, IAI Global Security or
Regulation S Global Security, as applicable, in the appropriate principal amount.

                                  Transfer and Exchange of Global Securities.

(i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any)
and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall
deliver to the Registrar a written order given in accordance with the Depository's procedures containing
information regarding the participant account of the Depository to be credited with a beneficial interest in the
Global Security. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global Security being transferred.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in
another Global Security, the Registrar shall reflect on its books and records the date and an increase in the
principal amount of the Global Security to which such interest is being transferred in an amount equal to the
principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the
date and a corresponding decrease in the principal amount of the Global Security from which such interest is
being transferred.

(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a
Global Security may not be transferred as a whole except by the Depository 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 such nominee to a successor Depository or a nominee of such successor Depository.

                                                       Page 100
(iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this
Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Securities, such Securities may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification
requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with
Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such
other procedures as may from time to time be adopted by the Company.

Restrictions on Transfer of Regulation S Global Securities. During the Distribution Compliance Period, beneficial
ownership interests in Regulation S Global Securities may only be sold, pledged or transferred in accordance with
the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in accordance with
Regulation S or (iii) pursuant to an effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any State of the United States.

                                                      Legend.

(i) Except as permitted by the following paragraphs (ii),
(iii) and (iv), each Security certificate evidencing the Global Securities (and all Securities issued in exchange
therefor or in substitution thereof), in the case of Securities offered otherwise than in reliance on Regulation S,
shall bear a legend in substantially the following form:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, as
amended (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT
THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (IV) TO AN institutional "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (V)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
(VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH OF CASES (I) THROUGH (VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                                                      Page 101
Each certificate evidencing a Security offered in reliance on Regulation S shall bear a legend in substantially the
following form:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE
HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

Each Definitive Security shall also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security
represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the
transferee thereof to exchange such Transfer Restricted Security for a certificated Security that does not bear the
legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the
transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144
(such certification to be in the form set forth on the reverse of the Security).

(iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of
the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange
Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private
Exchange Security will cease to apply, the requirements requiring any such Initial Security or such Private
Exchange Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial
Security or Private Exchange Security or an Initial Security or Private Exchange Security in global form, in each
case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Securities
or Private Exchange Securities upon exchange of such transferring Holder's certificated Initial Security or Private
Exchange Security or directions to transfer such Holder's interest in the Global Security, as applicable.

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements
pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still
apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange
Securities in certificated or global form, in each case without the restricted securities legend set forth in Exhibit 1
hereto will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

(v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining
to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with
respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Private

                                                        Page 102
Exchange Securities in global form with the global securities legend and the applicable restricted securities legend
set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private
Exchange.

Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have
either been exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be
returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed,
purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for
such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect
such reduction.

                                          No Obligation of the Trustee.

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

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depository participants, members or beneficial
owners in any Global Security) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.

2.4 Definitive Securities.

(a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the
Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for
such Global Security, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails
to appoint a successor depository or if at any time such Depository ceases to be a "clearing agency" registered
under the Exchange Act and, in either case, a successor depository is not appointed by the Company within 90
days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this
Indenture.

(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be
surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of
Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge,
and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an
equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global
Security transferred pursuant to this
Section 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and
any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Security
delivered in exchange for an interest in the Transfer Restricted Security shall, except as otherwise provided by
Section 2.3(e) hereof, bear the applicable restricted securities legend and definitive securities legend set forth in
Exhibit 1 hereto.

(c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled
to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the
Securities.

(d) In the event of the occurrence of one of the events specified in
Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of
Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive
Securities are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue
a remedy pursuant to Section 6.06 of the Indenture, the right of any beneficial owner of Securities to pursue such
remedy with respect to the portion of the Global Security that represents such beneficial owner's Securities as if
such Definitive Securities had been issued.

                                                     Page 103
                                            EXHIBIT 1
                                               to
                             RULE 144A / REGULATION S / IAI APPENDIX

                               [FORM OF FACE OF INITIAL SECURITY]

                                           [Global Securities Legend]

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

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

        [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE

LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF
SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES
ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A
THEREUNDER.]

[Restricted Securities Legend for Securities offered otherwise than in Reliance on Regulation S]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT
THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (IV) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (V)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

[Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE
HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

[Definitive Securities Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                                    Page 104
No.
CUSIP:______________
ISIN:________________

                             9% First Preferred Ship Mortgage Notes Due 2014

ULTRAPETROL (BAHAMAS) LIMITED, a Bahamian corporation, promises to pay to ______________ , or
registered assigns, the principal sum of Dollars on November 24, 2014.

Interest Payment Dates: May 24 and November 24.

Record Dates: May 9 and November 9.

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

Dated:_____________

                                  ULTRAPETROL (BAHAMAS) LIMITED,

                                   by ________________________________
                                                  Name:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

MANUFACTURERS AND TRADERS TRUST
COMPANY,
as Trustee, certifies that this is
one of the Securities referred
to in the Indenture.

by ______________________________
Authorized Signatory

                                                       Page 105
                         [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                             9% First Preferred Ship Mortgage Note Due 2014

1. Interest

Ultrapetrol (Bahamas) Limited, a Bahamian corporation (such corporation, and its successors and assigns under
the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs, interest will accrue on this Security at a rate of 10% per
annum from and including the date on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. The Company will pay interest semiannually on May 24 and
November 24 of each year, commencing May 24, 2005. Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from November 24, 2004. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2. Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered
holders of Securities at the close of business on the May 9 or November 9 next preceding the interest payment
date

                                                     Page 106
even if Securities are canceled after the record date and on or before the interest payment date. Holders must
surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The
Company will make all payments in respect of a certificated Security (including principal, premium and interest)
by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

Initially, Manufacturers and Traders Trust Company, a New York banking corporation ("Trustee"), will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4. Indenture

The Company issued the Securities under an Indenture dated as of November 24, 2004 ("Indenture"), among the
Company, the Subsidiary Guarantors, the Pledgors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.

The Securities are general secured obligations of the Company limited to $180,000,000 aggregate principal
amount (subject to Section 2.06 of the Indenture). The Initial Securities issued on the Issue Date and all
Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture. The Indenture contains covenants that limit (i) the incurrence of additional
debt by the Company and its subsidiaries, (ii) the payment of dividends on capital stock of the Company and the
purchase, redemption or retirement of capital stock or subordinated indebtedness, (iii) investments, (iv) certain
liens and Sale/Leaseback transactions, (v) certain transactions with affiliates, (vi) sales of assets, (vii) lines of
business and (viii) certain consolidations, mergers and transfers of assets. The Indenture also prohibits certain
restrictions on distributions from subsidiaries. These covenants are subject to important exceptions and
qualifications.

5. Optional Redemption

Except as set forth in the next three paragraphs and in paragraph 6 below, the Securities may not be redeemed
prior to November 24, 2009. On and after that date, the Company may redeem the Securities in whole at any
time or in part from time to time upon not less than 30 nor more than 60 days' notice at the following redemption
prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on
the related interest payment date):

                                                      Page 107
if redeemed during the 12-month period beginning November 24, of the year set forth below

              Period                                                                    Percentage
              ------                                                                    ----------
              2009.......................................................                  104.500%
              2010.......................................................                  103.000
              2011.......................................................                  101.500
              2012 and thereafter........................................                  100.000




In addition, at any time and from time to time prior to November 24, 2007, the Company shall be entitled at its
option on one or more occasions to redeem Securities in an aggregate principal amount not to exceed 35% of the
aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings following
which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of
109.00% plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date); provided, however, that at least $115.0
million aggregate principal amount of the Securities must remain outstanding and be held, directly or indirectly, by
Persons other than the Company and its Affiliates, after each such redemption.

Prior to November 24, 2009, the Company shall be entitled at its option to redeem all, but not less than all, of the
Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable
Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment date).

In addition, Securities may be redeemed, at the option of the Company, at any time as a whole but not in part, on
not less than 30 nor more than 60 days' notice, at 100% of the principal amount thereof, plus accrued and unpaid
interest to the date of redemption (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date), in the event the Company or the Subsidiary Guarantors or the
Pledgors, as the case may be, has become or would become obligated to pay, on the next date on which any
amount would be payable with respect to the Securities, any Additional Amounts as a result of a change in or an
amendment to the laws (including any regulations or rulings promulgated thereunder) of the Bahamas, Argentina,
Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile (or any relevant jurisdiction, political subdivision
or taxing authority thereof or therein), or any change in or amendment to any official position regarding the
application or interpretation of such laws, regulations or rulings (including a holding by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date and the
Company, the Subsidiary Guarantors or the Pledgors, as the case may be, cannot avoid such obligations by
taking reasonable steps to avoid them; provided, however, that (a) no such notice of redemption shall be given
earlier than 60 days prior to the earliest date on which the Company, the Subsidiary Guarantors or the Pledgors,
as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities
or the Subsidiary Guarantee were then due, and (b) at the time any such redemption notice is given, such
obligation to pay Additional Amounts must remain in effect. Prior to any such redemption of the Securities, the
Company shall deliver to the Trustee or any paying agent an Officers' Certificate stating that the Company is
entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to
the right of redemption have occurred.

6. Other Redemptions

To the extent that, after the close of business on December 31,

                                                     Page 108
2005, the amount of cash and the fair market value (as determined by the Board of Directors in good faith) of
securities on deposit in the Escrow Account exceeds $1.0 million, the Company will be obligated to use all such
remaining Escrowed Property to redeem (the "Special Mandatory Redemption") as much principal amount of the
Securities as can be redeemed with such Escrowed Property at a redemption price equal to the sum of 101% of
the principal amount of such Securities, and the accrued interest thereon to the Special Mandatory Redemption
Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date) (such redemption price, the "Special Mandatory Redemption Price"). For purposes
hereof, "Special Mandatory Redemption Date" means January 30, 2006.

Upon the permitted sale of a Mortgaged Vessel or the Capital Stock of a Subsidiary Guarantor (other than the
sale by a Pledgor of its Mortgaged Vessel or the sale of its Capital Stock to the Company or a Restricted
Subsidiary) (which term shall not include the transfer of the operation of a Mortgaged Vessel pursuant to a
bareboat charter with a purchase option) or an Event of Loss with respect to a Mortgaged Vessel, the Company
must either (a) not later than 60 days after the Proceeds Receipt Date, redeem Securities, in whole or in part on a
pro rata basis, in an aggregate principal amount equal to
(i) the Redemption Amount or (ii) the Net Available Cash or Net Event of Loss Proceeds, as the case may be, at
a redemption price equal to the Sale Redemption Price or the Loss Redemption Price, as the case may be
(provided, however, that if a Default shall have occurred and be continuing on the Notification Date, the amount
required to be applied by the Company to redeem Securities shall equal the greater of such Redemption Amount
and such Net Available Cash or Net Event of Loss Proceeds, as the case may be), or (b) if no Default shall have
occurred and be continuing, tender to the Trustee a Qualified Substitute Vessel within 12 months after the
Proceeds Receipt Date.

In the event that the Company, a Subsidiary Guarantor or a Pledgor enters into a Bareboat Charter, the
Company must either (a) not later than 60 days after the date title to the relevant Mortgaged Vessel passes to the
charterer, redeem Securities, in whole or in part on a pro rata basis, in such principal amount as can be redeemed
with the Sale Equivalent Portion of the Bareboat Charter Funds at the Sale Redemption Price or (b) if no Default
shall have occurred and be continuing, tender to the Trustee as part of the Collateral one or more Vessels within
12 months of the date title to such Mortgaged Vessel passes to the charterer.

7. Notice of Redemption

Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to
each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.

8. Put Provisions

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

9. Guarantee

                                                    Page 109
The payment by the Company of the principal of, and premium and interest on, the Securities is fully and
unconditionally guaranteed on a joint and several senior basis by each of the Subsidiary Guarantors to the extent
set forth in the Indenture.

10. Security

The Securities will be secured by the Mortgages on the Mortgaged Vessels, the security interests created by the
other Security Agreements, the Escrowed Property and all the issued and outstanding Capital Stock of certain of
the Subsidiary Guarantors.

11. Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole
multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the
transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed
in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or 15 days before an interest payment date.

12. Persons Deemed Owners

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

13. Unclaimed Money

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

14. Discharge and Defeasance

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

15. Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Security Agreements or the
Securities may be amended with the written consent of the Holders of at least a majority in principal amount
outstanding of the Securities and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary
Guarantors, the Pledgors and the Trustee may amend the Indenture, the Security Agreements or the Securities to
cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide
for uncertificated Securities in addition to or in place of certificated Securities, or to add additional guarantees
with respect to the Securities or to provide additional security for the Securities, or to add

                                                     Page 110
additional covenants or surrender rights and powers conferred on the Company or a Subsidiary Guarantor or a
Pledgor, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or
to make any change that does not adversely affect the rights of any Securityholder.

16. Defaults and Remedies

Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii)
default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the
Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company or the Subsidiary
Guarantors to redeem or purchase Securities when required; (iii) failure by the Company to comply with other
agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the
Company or Significant Subsidiaries if the amount accelerated (or so unpaid) exceeds $5.0 million; (v) certain
events of bankruptcy or insolvency with respect to the Company or Significant Subsidiaries; (vi) certain
judgments or decrees for the payment of money in excess of $5.0 million and (vii) certain events or defaults with
respect to the Subsidiary Guarantees or the Security Agreements. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to
be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

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

17. Trustee Dealings with the Company

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

18. No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company or the Trustee 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. By accepting a Security, each Securityholder waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

19. Authentication

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

20. Abbreviations

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

21. CUSIP Numbers

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

22. Holders' Compliance with Registration Rights Agreement

Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration
Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of
the Company and the Subsidiary Guarantors to the extent provided therein.

23. Governing Law

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF NEW YORK.

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

Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd.


                                                 Shirlaw House
                                                87 Shirley Street
                                              P.O. Box SS-19084
                                               Nassau, Bahamas
                                              Attention of Secretary

                                                     Page 111
                                               ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

Date: Your Signature:

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

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the
expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or
any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance
with its terms:

CHECK ONE BOX BELOW

                                               |_| to the Company; or

               (1)    |_|     pursuant to an effective registration statement under the
                              Securities Act of 1933; or

               (2)    |_|     inside the United States to a "qualified institutional buyer"
                              (as defined in Rule 144A under the Securities Act of 1933)
                              that purchases for its own account or for the account of a
                              qualified institutional buyer to whom notice is given that
                              such transfer is being made in reliance on Rule 144A, in each
                              case pursuant to and in compliance with Rule 144A under the
                              Securities Act of 1933; or

               (3)    |_|     outside the United States in an offshore transaction within
                              the meaning of Regulation S under the Securities Act of 1933
                              in compliance with Rule 904 under the Securities Act of 1933;
                              or

               (4)    |_|     pursuant to the exemption from registration provided by Rule
                              144 under the Securities Act of 1933; or

               (5)    |_|     to an institutional "accredited investor" (as defined in Rule
                              501(a)(1), (2), (3) or (7) under the Securities Act of 1933)
                              that has furnished to the Trustee a signed letter containing
                              certain representations and agreements and, if applicable, an
                              opinion of counsel satisfactory to the Company that such
                              transfer is in compliance with the Securities Act of 1933.




Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this
certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) is
checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal
opinions, certifications and other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.

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

                ------------------------------             -------------------------------
                Signature must be guaranteed                          Signature




Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                                                  Page 112
                 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

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

Dated:
Notice: To be executed by an executive officer

                                                      Page 113
                           [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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

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




                                                   Page 114
                             OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the
Indenture, check the box:

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 or
4.16 of the Indenture, state the amount in principal amount: $_____________________

          Dated:                                              Your Signature:
                ---------------------                                        --------------------
                                                               (Sign exactly as your name
                                                               appears on the other side of
                                                               this Security.)

          Signature Guarantee:
                                  -----------------------------------------------
                                         (Signature must be guaranteed)




Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                                                   Page 115
                                         EXHIBIT A TO THE
                             RULE 144A / REGULATION S / IAI APPENDIX

                              FORM OF FACE OF EXCHANGE SECURITY
                                OR PRIVATE EXCHANGE SECURITY

*/**/

*/ If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A
and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

**/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an
unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and
replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.

                                                     Page 116
No.
CUSIP:______________
ISIN:________________

                              9% First Preferred Ship Mortgage Notes Due 2014

ULTRAPETROL (BAHAMAS) LIMITED, a Bahamian corporation, promises to pay to ________ , or
registered assigns, the principal sum of ________ Dollars on November 24, 2014.

Interest Payment Dates: May 24 and November 24.

Record Dates: May 9 and November 9.

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

Dated:

                                   ULTRAPETROL (BAHAMAS) LIMITED,

                                       by ____________________________
                                                    Name:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee, certifies that this is one of the Securities referred to in the Indenture.

by _________________________
Authorized Signatory

                                                        Page 117
                        [FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                              [OR PRIVATE EXCHANGE SECURITY]]

                             9% First Preferred Ship Mortgage Note Due 2004

1. Interest

Ultrapetrol (Bahamas) Limited, a Bahamian corporation (such corporation, and its successors and assigns under
the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs, interest will accrue on this Security at a rate of 10% per
annum from and including the date on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. The Company will pay interest semiannually on May 24 and
November 24 of each year, commencing May 24, 2005. Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from November 24, 2004. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2. Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered
holders of Securities at the close of business on the May 9 or November 9 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the interest payment date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and
interest in money of the United States that at the time of payment is legal tender for payment of public and private
debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository.
The Company will make all payments in respect of a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments
on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or
the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

Initially, Manufacturers and Traders Trust Company, a New York banking corporation ("Trustee"), will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4. Indenture

The Company issued the Securities under an Indenture dated as of November 24, 2004 ("Indenture"), among the
Company, the Subsidiary Guarantors, the Pledgors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.

The Securities are general secured obligations of the Company limited to $180,000,000 aggregate principal
amount (subject to Section 2.06 of the Indenture). The Initial Securities issued on the Issue Date and all
Exchange

                                                     Page 118
Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all
purposes under the Indenture. The Indenture contains covenants that limit (i) the incurrence of additional debt by
the Company and its subsidiaries, (ii) the payment of dividends on capital stock of the Company and the
purchase, redemption or retirement of capital stock or subordinated indebtedness, (iii) investments, (iv) certain
liens and Sale/Leaseback transactions, (v) certain transactions with affiliates, (vi) sales of assets, (vii) lines of
business and (viii) certain consolidations, mergers and transfers of assets. The Indenture also prohibits certain
restrictions on distributions from subsidiaries. These covenants are subject to important exceptions and
qualifications.

5. Optional Redemption

Except as set forth in the next three paragraphs and in paragraph 6 below, the Securities may not be redeemed
prior to November 24, 2009. On and after that date, the Company may redeem the Securities in whole at any
time or in part from time to time upon not less than 30 nor more than 60 days' notice at the following redemption
prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on
the related interest payment date):

if redeemed during the 12-month period beginning November 24, of the year set forth below

              Period                                                                      Percentage
              ------                                                                      ----------
              2009.......................................................                    104.500%
              2010.......................................................                    103.000
              2011.......................................................                    101.500
              2012 and thereafter........................................                    100.000




In addition, at any time and from time to time prior to November 24, 2007, the Company shall be entitled at its
option on one of more occasions to redeem Securities in an aggregate principal amount not to exceed 35% of the
aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings following
which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of
109.00% plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date); provided, however, that at least $115.0
million aggregate principal amount of the Securities must remain outstanding and be held, directly or indirectly, by
Persons other than the Company and its Affiliates, after each such redemption.

Prior to November 24, 2009, the Company shall be entitled at its option to redeem all, but not less than all, of the
Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable
Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment date).

In addition, Securities may be redeemed, at the option of the Company, at any time as a whole but not in part, on
not less than 30 nor more than 60 days' notice, at 100% of the principal amount thereof, plus accrued and unpaid
interest to the date of redemption (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date), in the event the Company or the Subsidiary Guarantors or the
Pledgors, as the case may be, has become or would become obligated to pay, on the next date on which any
amount would be payable with respect to the Securities, any Additional Amounts as a result of a change in or an
amendment to

                                                      Page 119
the laws (including any regulations or rulings promulgated thereunder) of the Bahamas, Argentina, Bolivia, Liberia,
Paraguay, Argentina, Panama, Uruguay or Chile (or any relevant jurisdiction, political subdivision or taxing
authority thereof or therein), or any change in or amendment to any official position regarding the application or
interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which
change or amendment is announced or becomes effective on or after the Issue Date and the Company, the
Subsidiary Guarantors or the Pledgors, as the case may be, cannot avoid such obligations by taking reasonable
steps to avoid them; provided, however, that (a) no such notice of redemption shall be given earlier than 60 days
prior to the earliest date on which the Company, the Subsidiary Guarantors or the Pledgors, as the case may be,
would be obligated to pay such Additional Amounts if a payment in respect of the Securities or the Subsidiary
Guarantee were then due, and (b) at the time any such redemption notice is given, such obligation to pay
Additional Amounts must remain in effect. Prior to any such redemption of the Securities, the Company shall
deliver to the Trustee or any paying agent an Officers' Certificate stating that the Company is entitled to effect
such redemption and setting forth a statement of facts showing that the conditions precedent to the right of
redemption have occurred.

6. Other Redemptions

To the extent that, after the close of business on December 31, 2005, the amount of cash and the fair market
value (as determined by the Board of Directors in good faith) of securities on deposit in the Escrow Account
exceeds $1.0 million, the Company will be obligated to use all such remaining Escrowed Property to redeem (the
"Special Mandatory Redemption") as much principal amount of the Securities as can be redeemed with such
Escrowed Property at a redemption price equal to the sum of 101% of the principal amount of such Securities,
and the accrued interest thereon to the Special Mandatory Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date) (such redemption
price, the "Special Mandatory Redemption Price"). For purposes hereof, "Special Mandatory Redemption Date"
means January 30, 2006.

Upon the permitted sale of a Mortgaged Vessel or the Capital Stock of a Subsidiary Guarantor (other than the
sale by a Pledgor of its Mortgaged Vessel or the sale of its Capital Stock to the Company or a Restricted
Subsidiary) (which term shall not include the transfer of the operation of a Mortgaged Vessel pursuant to a
bareboat charter with a purchase option) or an Event of Loss with respect to a Mortgaged Vessel, the Company
must either (a) not later than 60 days after the Proceeds Receipt Date, redeem Securities, in whole or in part on a
pro rata basis, in an aggregate principal amount equal to
(i) the Redemption Amount or (ii) the Net Available Cash or Net Event of Loss Proceeds, as the case may be, at
a redemption price equal to the Sale Redemption Price or the Loss Redemption Price, as the case may be
(provided, however, that if a Default shall have occurred and be continuing on the Notification Date, the amount
required to be applied by the Company to redeem Securities shall equal the greater of such Redemption Amount
and such Net Available Cash or Net Event of Loss Proceeds, as the case may be), or (b) if no Default shall have
occurred and be continuing, tender to the Trustee a Qualified Substitute Vessel within 12 months after the
Proceeds Receipt Date.

In the event that the Company, a Subsidiary Guarantor or a Pledgor enters into a Bareboat Charter, the
Company must either (a) not later than 60 days after the date title to the relevant Mortgaged Vessel passes to the
charterer, redeem Securities, in whole or in part on a pro rata basis, in such principal amount as can be redeemed
with the Sale Equivalent Portion of the Bareboat Charter Funds at the Sale Redemption Price or (b) if no Default
shall have occurred and be continuing, tender to the Trustee as part of the Collateral one or more Vessels within
12 months of the date title to such Mortgaged Vessel passes to the charterer.

                                                     Page 120
7. Notice of Redemption

Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to
each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.

8. Put Provisions

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

9. Guarantee

The payment by the Company of the principal of, and premium and interest on, the Securities is fully and
unconditionally guaranteed on a joint and several senior basis by each of the Subsidiary Guarantors to the extent
set forth in the Indenture.

10. Security

The Securities will be secured by the Mortgages on the Mortgaged Vessels, the security interests created by the
other Security Agreements, the Escrowed Property and all the issued and outstanding Capital Stock of certain of
the Subsidiary Guarantors.

11. Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole
multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the
transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed
in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or 15 days before an interest payment date.

12. Persons Deemed Owners

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

13. Unclaimed Money

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

14. Discharge and Defeasance

                                                    Page 121
Subject to certain conditions, the Company at any time may terminate some or all of its and the Subsidiary
Guarantors' obligations under the Securities, the Security Agreements and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.

15. Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Security Agreements, or the
Securities may be amended with the written consent of the Holders of at least a majority in principal amount
outstanding of the Securities and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary
Guarantors, the Pledgors and the Trustee may amend the Indenture, the Security Agreements or the Securities to
cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide
for uncertificated Securities in addition to or in place of certificated Securities, or to add additional guarantees
with respect to the Securities or to provide additional security for the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company or a Subsidiary Guarantor or a Pledgor, or to comply
with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder.

16. Defaults and Remedies

Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii)
default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the
Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company or the Subsidiary
Guarantors to redeem or purchase Securities when required; (iii) failure by the Company to comply with other
agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the
Company or Significant Subsidiaries if the amount accelerated (or so unpaid) exceeds $5.0 million; (v) certain
events of bankruptcy or insolvency with respect to the Company or Significant Subsidiaries; (vi) certain
judgments or decrees for the payment of money in excess of $5.0 million and (vii) certain events or defaults with
respect to the Subsidiary Guarantees or the Security Agreements. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to
be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

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

17. Trustee Dealings with the Company

Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or

                                                       Page 122
pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

18. No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company or the Trustee 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. By accepting a Security, each Securityholder waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

19. Authentication

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

20. Abbreviations

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

21. CUSIP Numbers

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

22. Holders' Compliance with Registration Rights Agreement

Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration
Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of
the Company and the Subsidiary Guarantors to the extent provided therein.

23. Governing Law

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF NEW YORK.

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

Ultrapetrol (Bahamas) Limited c/o H&J Corporate Services Ltd.


                                                  Shirlaw House
                                                 87 Shirley Street
                                               P.O. Box 55-19084
                                                Nassau, Bahamas
                                               Attention of Secretary

                                                      Page 123
                                               ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

Date: Your Signature:

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

                                                      Page 124
                             OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the
Indenture, check the box:

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 or
4.16 of the Indenture, state the amount in principal amount: $_____________________

           Dated: ____________________             Your Signature: _________________________
                                                                  (Sign exactly as your name
                                                                  appears on the other side of
                                                                  this Security.)




Signature Guarantee: __________________________________________________


                                        (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

                                                   Page 125
Exhibit B

[Intentionally Omitted]

                          Page 126
                EXHIBIT C

    FIRST PREFERRED [FLEET] MORTGAGE

             DATED: ___, 2004

              [MORTGAGOR]

                   TO

MANUFACTURERS AND TRADERS TRUST COMPANY,

                as Trustee

                 Page 127
THIS FIRST PREFERRED [FLEET] MORTGAGE dated this [DAY] day of [MONTH], 2004 is made and
given by [MORTGAGOR], a corporation organized and existing under the laws of [JURISDICTION OF
FORMATION], having its registered office at
[ADDRESS], (the "Owner," which expression includes its successors and assigns), to MANUFACTURERS
AND TRADERS TRUST COMPANY, a New York banking corporation, with offices at 25 South Charles
Street, Baltimore, Maryland as trustee (the "Trustee", which expression shall include its successors and assigns),
for the holders of the Securities (as defined below) pursuant to the Indenture dated as of November ___, 2004
(as amended or supplemented from time to time, the "Indenture," the form of which is attached hereto as Exhibit
A) among Ultrapetrol (Bahamas) Limited, a Bahamian corporation (the "Company"), the guarantors whose
names are set forth on the signature pages thereof ([including the Owner and, ]collectively, the "Guarantors"), the
pledgors whose names are set forth on the signature pages thereof ([including the Owner and,]collectively, the
"Pledgors") and the Trustee.

                                             W I T N E S S E T H:

                                                  WHEREAS:

(1) The Owner is the sole, legal and beneficial owner of the whole of
[each of] the [NATIONALITY] flag vessel[s] listed on Schedule 1 attached hereto and made a part hereof (the
["Vessels", and each a] "Vessel").

(2) Pursuant to the Indenture, the Company issued certain Securities (as defined in the Indenture), in the
aggregate principal amount of One Hundred Eighty Million United States Dollars (US$180,000,000), the
proceeds of which have been used to repay the Company's existing 10 1/2% First Preferred Ship Mortgage
Notes due 2008, to refinance the acquisition cost of other vessels owned by the Guarantors, and for general
corporate purposes.

(3) By the Indenture, the Guarantors [(including the Owner)], have jointly and severally guaranteed, upon the
terms and conditions contained therein, the punctual payment, performance and observance when due of the
obligations of the Company under and in connection with the Securities, including, but not limited to, the
Company's obligation to pay the principal of, and premium and interest on, the Securities as provided in the
Indenture and the Securities.

(4) The Owner[, as a Pledgor under the Indenture,] has agreed to grant this Mortgage to secure its, the [other]
Subsidiary Guarantors' and the Company's obligations under the Indenture.

(5) Subject to the terms hereof, in order to secure the prompt and due payment to the Trustee of any and all
sums which may be or become due to the Trustee and/or the Securityholders from the Owner under or pursuant
to the Indenture, the Securities, this Mortgage and any Security Agreement and also to secure the exact
performance and observance and compliance with all and any of the covenants and agreements and terms and
conditions contained in the Indenture, the Securities, this Mortgage and in the other Security Agreements,

                                                     Page 128
                        NOW, THEREFORE, THIS MORTGAGE WITNESSETH:

1. Definitions. (A) Capitalized terms used in this Mortgage and not otherwise defined herein shall have the
meanings assigned to such terms in the Indenture, and the definitions of such terms shall be equally applicable to
both the singular and plural forms of such terms. In this Mortgage and in the recitals hereto unless the context
otherwise requires:

"Earnings" means all freight, hire and passage moneys, compensation payable in the event of requisition of
[the/any] Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys and
any other earnings whatsoever due or to become due in respect of [the/any] Vessel at any time during the
Security Period;

"Event of Default" means any of the events of default set out in Clause 5 of this Mortgage;

"Insurances" includes all policies and contracts of insurance and all entries of [the/each] Vessel in a protection and
indemnity or war risks association or club which are from time to time taken out or entered into pursuant to this
Mortgage in respect of [the/each] Vessel and [its/their] respective Earnings or otherwise howsoever in connection
with the Vessel[s];

"Mortgage" means this first preferred [fleet] mortgage;

"Obligations" means the obligations of the Owner to the Trustee and the holders of the Securities under or in
connection with the Indenture, including the payment of all sums of money (whether for principal, premium, if any,
interest, fees, expenses or otherwise) from time to time payable by the Owner pursuant to the Indenture, the
payment of the principal of (and premium, if any) and interest on the Securities, the payment of all other sums
payable by the Company under the Indenture, the payment of all other sums payable under the Security
Agreements, and this Mortgage and the performance of all other provisions contained in the Indenture, the
Security Agreements and this Mortgage , which sums shall be payable by the Owner on demand made by the
Trustee following an Event of Default specified in Clause 5 hereof;

"Permitted Flag Jurisdiction" means the Republic of the Marshall Islands, the United States of America, any State
of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of Liberia, the
Republic of Panama, the Commonwealth of Bermuda, Singapore, the British Virgin Islands, the Cayman Islands,
the Isle of Man, Cyprus, the Philippines, Norway, Greece, the United Kingdom, Argentina, Malta, Brazil, Chile,
Paraguay, India, Bolivia, Spain, Uruguay and any other jurisdiction generally acceptable to institutional lenders in
the shipping industry, as determined in good faith by the Board of Directors of the Company;

"Requisition Compensation" means all moneys or other compensation payable and belonging to the Owner during
the Security Period by reason of requisition for title or other compulsory acquisition of
[the/any] Vessel otherwise than by requisition for hire;

"Security Period" means the period terminating upon discharge of the security created by the Indenture, the
Securities, the Security Agreements and this Mortgage by satisfaction of all Obligations including the payment of
all monies payable thereunder;

"Total Loss" means:

                                                     Page 129
(a) the actual total loss or destruction of [the/any] Vessel;

(b) the constructive total loss of [the/any] Vessel as agreed by the underwriters of the insurance carried on such
Vessel;

(c) damage to the [the/any] Vessel which shall make repair thereof uneconomical or shall render such Vessel
permanently unfit for normal use for any reason whatsoever; and

(d) the theft, entrapment, condemnation, confiscation, requisition, seizure, forfeiture, purchase or other taking of
title to or use [the/any] Vessel, and the continuation of any such event for a period of one hundred eighty (180)
days.

"Vessel[s]" means the whole of [the/each] vessel listed on Schedule 1 hereto (which the Owner hereby warrants
to be free from any charge or encumbrance whatsoever except liens permitted hereby, and of which the Owner
hereby warrants that it is the sole legal and beneficial owner thereof) and includes any share or interest therein
and, to the extent owned by the Owner, her boats and her engines, machinery, tackle, outfit, spare gear, fuel
consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned
or hereafter acquired;

(B) In Clause 3(U) hereof:

(i) "excess risks" means the proportion of claims for general average and salvage charges and under the ordinary
running-down clause not recoverable in consequence of the value at which a vessel is assessed for the purpose of
such claims exceeding her insured value;

(ii) "protection and indemnity risks" means the usual risks covered by a United States or an English protection and
indemnity association or club including the proportion not recoverable in case of collision under the ordinary
running-down clause; and

(iii) "war risks" means the risk of mines and all risks excluded from the standard form of United States marine
policy by the War, Strikes and Related Exclusions Clause.

(C) This Mortgage shall be read together with the Indenture but in case of any conflict between the two
instruments the provisions of the Indenture shall prevail.

2. Grant of Mortgage; Continuing Security.

2.1 In consideration of the premises and of other good and valuable consideration, the receipt and adequacy
whereof are hereby acknowledged, and in order to secure the payment of the Obligations and to secure the
performance and observance of and compliance with the covenants, terms and conditions in the Indenture and in
this Mortgage contained, the Owner has granted, conveyed and mortgaged and does by these presents grant,
convey and mortgage to and in favor of the Trustee, its successors and assigns, for the benefit of the holders of
the Securities the whole of the Vessel[s] to the intent that this Mortgage shall constitute in favor of the Trustee a
first and absolute mortgage on the Vessel[s] named herein in accordance with the provisions of [REFERENCE
TO RELEVANT DOMESTIC LAW] as amended, TO HAVE AND TO HOLD the same unto the Trustee, its
successors and assigns, forever, upon the terms set forth in this Mortgage for the enforcement of the payment of
the Obligations and to secure the performance and observance of and compliance with the covenants, terms and
conditions in the Indenture and in this Mortgage contained;

                                                       Page 130
PROVIDED, ONLY, and the conditions of these presents are such that, if the Owner or any of the other
Guarantors and/or their respective successors or assigns shall pay or cause to be paid to the Trustee, its
successors and assigns, the Obligations as and when the same shall become due and payable in accordance with
the terms of the Indenture and this Mortgage and shall perform, observe and comply with all and singular of the
covenants, terms and conditions in the Indenture and this Mortgage contained, expressed or implied, to be
performed, observed or complied with by and on the part of the Owner or its successors or assigns, all without
delay or fraud and according to the true intent and meaning hereof and thereof, then, these presents and the rights
of the Trustee under this Mortgage shall cease and determine and, in such event, the Trustee agrees, at the
expense of the Owner, to execute all such documents as the Owner may reasonably require to discharge this
Mortgage under the laws of the [JURISDICTION]; otherwise to be and remain in full force and effect.

2.2 IT IS DECLARED AND AGREED:

(A) that the security created by this Mortgage and the other Security Agreements shall be held by the Trustee as
a continuing security for the payment of the Obligations; that the security so created shall not be satisfied by any
intermediate payment or satisfaction of any part of the amount hereby and thereby secured; that the security so
created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other
security now or hereafter held by the Trustee for all or any part of the monies hereby and thereby secured; that
every power and remedy given to the Trustee hereunder shall be in addition to and not a limitation of any and
every other power or remedy vested in the Trustee under any other of the Security Agreements and that all the
powers so vested in the Trustee may be exercised from time to time and as often as the Trustee may deem
expedient;

(B) that the security created by this Mortgage and the other Security Agreements shall not be impaired, affected
or discharged by reason of any time or other indulgence granted by the Trustee to the Owner or any other party
thereto or any forbearance (whether as to payment, time, performance or otherwise howsoever) which might but
for this provision have any such effect or by reason of any variation in the terms of any of the Security
Agreements or by reason of the unenforceability, invalidity or termination of or any irregularity in any of the
Security Agreements or the execution thereof by the Owner or any other party thereto or any deficiency in the
power of the Owner or any other party thereto to enter into and perform their respective obligations thereunder
and should any obligation or purported obligation of the Owner or any such other party which if enforceable or
valid or continuing would be secured by this Mortgage and the Security Agreements be or become wholly or in
part unenforceable or invalid or terminated for any reason whatsoever the Owner will keep the Trustee fully
indemnified against any loss suffered by the Trustee as a result of any failure by the Owner or such other party to
perform any such obligation or purported obligation; and

(C) any certificate submitted by the Trustee to the Owner as to the amount owing in respect of the Obligations of
any part thereof shall be conclusive and binding on the Owner in the absence of manifest error.

3. Covenants. The Owner hereby covenants with the Trustee and undertakes throughout the Security Period as
follows:

(A) to repay the Obligations in accordance with the provisions of the Indenture and the Securities;

(B) to remain a corporation, validly organized and in good standing under the laws of the [JURISDICTION], to
keep, at all times, the Vessel[s] duly documented under [JURISDICTION] law and to pay all taxes,
assessments,

                                                     Page 131
governmental charges, fines and penalties lawfully imposed on [the/any] Vessel or any income therefrom and not
to do or suffer to be done anything whereby such registration may be forfeited or imperiled, except as permitted
in the Indenture;

(C) not to suffer to be continued any lien, charge, mortgage or encumbrance for longer than ninety (90) days after
same becomes due and payable except for the lien of this Mortgage, Permitted Liens (as defined in the
Indenture), or liens for loss, damage or expense, which are fully covered by insurance or, in respect of which, a
bond or other security has been posted by the Owner with the appropriate court or other tribunal to prevent the
arrest or secure the release of [the/any] Vessel from arrest on account of such claim or lien, and not, except in
favor of this Mortgagee, to pledge, charge, assign or otherwise encumber (in favor of any person other than this
Mortgagee) the Insurances, Earnings or Requisition Compensation of the Vessel[s] or to suffer the creation of
any such pledge, charge, assignment or encumbrance as aforesaid to or in favor of any person other than this
Mortgagee; and the Owner will pay or cause to be discharged or make adequate provisions for the satisfaction
or discharge of all claims or demands, or will cause the Vessel[s] to be released or discharged from any lien,
encumbrance or charge therefor;

(D) not to transfer or change the flag or port of documentation of
[the/any] Vessel[s] except to a Permitted Flag Jurisdiction, and not to sell, agree to sell, mortgage, transfer,
abandon or otherwise dispose of [the/any] Vessel or any interest therein unless permitted by the terms of the
Indenture;

(E) not (without the previous consent in writing of the Trustee which shall be granted so long as such agreement is
permitted by the terms of the Indenture) to enter into any agreement or arrangement whereby the Earnings of
[the/any] Vessel (after payment only of all operating costs of such Vessel and service of the Owner's obligations
under the Indenture) may be shared with any other person;

(F) not (without the previous consent in writing of the Trustee) to make or permit any charterer to make, any
modification to [the/any] Vessel which would involve material detrimental alteration of her structure, type or
performance characteristics;

(G) to, at the Owner's expense, comply with and satisfy all of the requisites and formalities established by the
laws of [JURISDICTION], in order to establish this Mortgage as a first preferred [fleet] mortgage thereunder,
upon the Vessel[s] and to comply with the provisions of all laws regulations and requirements (statutory or
otherwise) from time to time applicable to vessels registered under the [NATIONALITY] flag;

(H) to at all times and without cost or expense to the Trustee, maintain and preserve, or cause to be maintained
and preserved, [the/each] Vessel in good running order and repair, so that [the/each] Vessel shall be in every
respect seaworthy; and, in the case of the ocean going vessels, will keep
[the/each] Vessel, or cause [the/each] Vessel to be kept, in such condition as will entitle [the/each] Vessel to
maintain its [respective] current classification [ratings] and annually will furnish the Trustee a certificate by such
classification society confirming that such classification is maintained; and to comply with the provisions of all
laws, regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered
under the laws of the [JURISDICTION] and to procure that all repairs to or replacements of any damaged,
worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of
materials) as not to diminish the value of the Vessel[s];

(I) in the case of the ocean going vessels, to submit [the/each] Vessel regularly to such periodical or other surveys
as may be required for classification purposes and to supply to the Trustee, upon request, copies of

                                                       Page 132
all survey reports and confirmation of class certificates issued in respect thereof;

(J) to permit or to cause the Trustee by surveyors or other persons appointed by the Trustee on the Trustee's
behalf to board [the/any] Vessel at all reasonable times for the purpose of inspecting her condition or for the
purpose of satisfying themselves in regard to proposed or executed repairs and to afford all proper facilities
aboard such Vessel for such inspections (in a manner and at a time not to interfere with the normal operation of
such Vessel);

(K) to pay and discharge all debts, damages and liabilities whatsoever which have given or may give rise to
maritime or possessory liens on or claims enforceable against [the/any] Vessel except to the extent permitted by
Clause 3(C) hereof and in the event of an arrest of [the/any] Vessel pursuant to legal process or in the event of
her detention in the exercise or purported exercise of any such lien as aforesaid to procure the release of such
Vessel from such arrest or detention within fifteen (15) days from such arrest or detention upon receiving notice
thereof by providing bail or otherwise as the circumstances may require;

(L) not to permit [the/any] Vessel to be operated in any manner contrary to law, or to engage in unlawful trade or
carry any cargo that would expose such Vessel to penalty, forfeiture or capture, and not to permit to be done
anything which can or may injuriously affect the registration or enrollment of such Vessel under the laws and
regulations of [JURISDICTION] and will at all times keep such Vessel documented thereunder, except in the
case of any change of registry permitted by the Indenture or this Mortgage, in which case a Mortgage will be
recorded against such Vessel under the laws of such new registry state;

(M) not to enter or trade to or to continue to trade in any zone after it is declared a war zone by [the/such]
Vessel's war risk insurers unless the Trustee shall have first given its consent thereto in writing or the Owner shall
have obtained such special insurance cover as the Trustee may reasonably require;

(N) to promptly furnish to the Trustee all such information as it may from time to time reasonably require
regarding [the/any] Vessel, her employment position and engagements, particulars of all towages and salvages
and copies of all charters and other contracts for her employment or otherwise howsoever concerning her;

(O) to notify or cause to be notified to the Trustee forthwith by electronic means (thereafter confirmed by letter)
of:

(i) any accident to [the/any] Vessel involving repairs the cost whereof will or is likely in the opinion of the Owner
to exceed One Million United States Dollars (US$1,000,000) (or the equivalent in any other currency);

(ii) any occurrence in consequence whereof [the/any] Vessel has become or is likely to become a Total Loss;

(iii) any arrest of [the/any] Vessel or the exercise or purported exercise of any lien on [the/any] Vessel or its
[respective] Earnings;

(iv) any requirement or recommendation made by any insurer or classification society or by any competent
authority which is not immediately complied with within the time required for compliance by said insurer,
classification society or other competent authority; or

                                                      Page 133
(v) any occurrence of an Event of Default specified in Clause 5 hereof or an event which with the giving of notice,
lapse of time (or both) will constitute or be likely to constitute an Event of Default specified therein;

(P) to promptly to pay or cause to be paid all tolls, dues and other outgoings whatsoever in respect of [each of]
the Vessel[s] and to keep or cause to be kept proper books of account in respect of [each of] the Vessel[s] and
its
[respective] Earnings;

(Q) not without the previous consent of the Trustee in writing, or as otherwise permitted in the Indenture, to
demise charter [the/any] Vessel or to permit [the/any] Vessel to be demised chartered;

(R) other than for routine drydocking and as otherwise contemplated by the Indenture, not without the previous
consent in writing of the Trustee to put
[the/any] Vessel into the possession of any person for the purpose of work being done upon her if the Vessel has
become or is likely to become a total loss or for an amount exceeding or likely to exceed Two Million United
States Dollars (US$2,000,000) (or the equivalent in any other currency) unless such work is fully covered by
insurance or unless such person shall first have given to the Trustee, and in terms satisfactory to it, a written
undertaking not to exercise any lien on such Vessel or her Earnings for the cost of such work or otherwise;

(S) to pay to the Trustee on demand all monies (including counsel fees) whatsoever which the Trustee shall from
time to time may expend, be put to or become liable for, in or about the protection, maintenance or enforcement
of the security created by this Mortgage, the Indenture and the other Security Agreements or in or about the
exercise by the Trustee of any of the powers vested in it hereunder or thereunder and to pay interest thereon at
the Default Rate;

(T) to place or to cause to be placed and at all times and places to retain or to cause to be retained a properly
certified copy of this Mortgage on board [the/each] Vessel with its [respective] papers and cause this Mortgage
to be exhibited to any and all persons having business with [the/any] Vessel which might give rise to any lien
thereon other than liens for crew's wages and salvage, and to any representative of the Trustee on demand; and
to place and keep or to cause to be placed and kept prominently displayed in the chart room and in the Master's
cabin of [the/each] Vessel a framed printed notice in plain type in English of such size that the paragraph of
reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, reading as follows:

                                        "NOTICE OF MORTGAGE"

"This Vessel is covered by a First Preferred [Fleet] Mortgage in favor of Manufacturers and Traders Trust
Company, as Trustee/Mortgagee, under the authority of the laws of the [JURISDICTION]. Under the terms of
the said First Preferred [Fleet] Mortgage, neither the Owner nor any charterer nor the Master, nor any officer or
agent of this Vessel nor any other person has any right, power or authority to create, incur or permit to be
imposed upon this Vessel any lien whatsoever other than the lien of said First Preferred [Fleet] Mortgage and
liens for crew's wages or salvage."

(U) (i) at all times and at its own cost and expense to cause to be carried and maintained in respect of [the/each]
Vessel insurance payable in United States dollars in amounts, against risks (including marine hull and machinery
(including excess value) insurance, marine protection and indemnity insurance, war risks insurance and liability
arising out of pollution and the spillage or leakage of cargo and cargo liability insurance) and in a form which is
substantially equivalent to the coverage carried by other responsible and experienced companies engaged in the
operation of vessels similar to the

                                                     Page 134
Vessel[s] and with insurance companies, underwriters, mutual insurance associations or clubs of recognized
standing;

(ii) to procure that no insurance referred to in sub-clause (i) above, will provide for a deductible amount in excess
of One Million United States Dollars (US$1,000,000) per occurrence;

(iii) to use its best efforts with its insurance brokers/underwriters to include a clause to the effect that no policy is
to be cancellable or subject to lapse without at least seven (7) business days' prior notice to the Trustee;

(iv) in the case of all marine and war risk hull and machinery policies, to cause the Trustee to be named an
additional insured and to use its best efforts (and cause its insurance broker to use its best efforts) to cause the
insurers under such policies to waive any liability of the Trustee for premiums or calls payable under such policies;

(v) for purposes of insurance against total loss, to insure
[the/each] Vessel for an amount not less than its fair value. Unless the Trustee shall have otherwise directed, a
total loss or any loss involving damage to [the/any] Vessel which is not in excess of One Million United States
Dollars (US$1,000,000) may be paid directly for repair or salvage or to reimburse the Owner for the same;

(vi) to obtain the protection and indemnity insurances referred to in sub-clause (i) above with the least limited
liability available on commercially reasonable terms (including without being limited thereto provisions as to
additional insureds, loss payees and prior notice of cancellation);

(vii) to renew all such Insurances or cause or procure the same to be renewed before the relevant policies or
contracts expire and to procure that the insurers or the firm of insurance brokers referred to hereinbelow shall
promptly confirm in writing to the Trustee as and when each such renewal or replacement is effected;

(viii) to procure concurrently with the execution hereof and thereafter at intervals of not more than twelve (12)
calendar months, a detailed report from a firm of marine insurance consultants or brokers who shall not be an
affiliate of the Company, appointed by the Owner , with respect to the Insurances together with their opinion to
the Trustee that the Insurances comply in all material respects with the provisions of this Clause 3(U);

(ix) to use its best efforts to cause the said marine insurance broker or the insurers to agree to advise the Trustee
promptly of any failure to renew or any default in payment of any premium in respect of Insurances on [the/any]
Vessel;

(x) to use its best efforts to cause the said independent marine insurance brokers to agree to mark their records
and to use their best efforts to advise the Trustee, at least ten (10) (seven (7) in respect of war risks) business
days prior to the expiration date of any of the Insurances, that such Insurances have been renewed or replaced
with new insurance which complies with the provisions of this Clause 3(U);

                                                        Page 135
(xi) duly and punctually to pay or to cause duly and punctually to be paid all premiums, calls, contributions or
other sums payable in respect of all such Insurances, and duly and punctually to perform and observe or to cause
duly and punctually to be performed and observed any other obligations and conditions under all such Insurances;

(xii) to execute or to cause to be executed such guarantees as may from time to time be required by any relevant
protection and indemnity association or club;

(xiii) to procure that all policies, bindings, cover notes or other instruments of the Insurances referred to in sub-
clause (i) above shall be taken out in the name of the Owner as named assured and shall incorporate a Loss
Payable Clause naming the Trustee as loss payee prepared in compliance with the terms of this Mortgage;

(xiv) to procure that copies of all such instruments of Insurances as are referred to in sub-clause (xiii) above shall
be from time to time deposited with the Trustee after receipt by the Owner thereof and that the insurers shall, if so
requested by the Trustee, furnish the Trustee with a letter or letters of undertaking in such form as may be
reasonably required by the Trustee in respect of such Insurances;

(xv) to use its best efforts to procure that the protection and indemnity association or club wherein [the/each]
Vessel is entered shall, if so required by the Trustee, furnish the Trustee with a letter or letters of undertaking in
such form as may be reasonably required by the Trustee;

(xvi) not to employ [the/any] Vessel or suffer [the/any] Vessel to be employed otherwise than in conformity with
the terms of all policies, bindings, cover notes or other instruments of the Insurances (including any warranties
express or implied therein) without first obtaining the written consent of the insurers to such employment (if
required by such insurers) and complying with such requirements as to extra premiums or otherwise as the
insurers may prescribe;

(xvii) to do all things necessary, proper and desirable, and execute and deliver all documents and instruments to
enable the Trustee to collect or recover any moneys to become due in respect of the Insurances;

(xviii) in the event of an actual, constructive or compromised Total Loss of [the/any] Vessel, any adjustment or
compromise of such loss by the Owner shall be for the highest amount reasonably obtainable, and all insurance or
other payments for such loss shall be applied as set forth in the Indenture; and

(xix) not to change any material terms of any insurances or suffer them to be changed in a manner that is adverse
to the Mortgagee without the Trustee's written approval.

4. Mortgagee's Right to Cure. (A) The Trustee shall without prejudice to its other rights and powers hereunder
be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in its
absolute discretion think fit for the purpose of protecting the security created by this Mortgage, the Indenture and
the other Security Agreements and each and

                                                       Page 136
every expense or liability so incurred by the Trustee in or about the protection of the security shall be repayable
to it by the Owner on demand together with interest thereon at the Default Rate.

(B) Without prejudice to the generality of the foregoing:

(i) in the event that the provisions of Clause 3(U) hereof or any of them shall not be complied with, the Trustee
shall be at liberty to effect and thereafter to replace, maintain and renew all such Insurances upon [the/each]
Vessel as in its sole discretion it may think fit;

(ii) in the event that the provisions of Clauses 3(H) and/or (I) hereof shall not be complied with, the Trustee shall
be at liberty to arrange for the carrying out of such repairs and/or surveys as it deems expedient or necessary;

(iii) in the event that the provisions of Clause 3(K) hereof are not complied with, the Trustee shall be at liberty to
pay and discharge all such debts, damages and liabilities as are therein mentioned and/or to take any such
measures as it deems expedient or necessary for the purpose of securing the release of the relevant Vessel;

and each and every expense or liability so incurred by the Trustee shall be recoverable from the Owner as
hereinbefore provided.

5. Events of Default. Upon happening of any of the following events (an "Event of Default") the Trustee may
declare immediately due and payable all the Obligations (in which case all of the same shall be immediately due),
and bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Obligations and
collect the same out of any and all property of the Owner whether covered by this Mortgage or otherwise.

The events referred to above are any and/or all of the following:

(a) an Event of Default under the Indenture;

(b) a default in the payment of the Obligations, when due at maturity (together with any applicable grace period)
or by acceleration;

(c) a default by the Owner in the due and punctual observance of any of the covenants contained in subclauses
(A), (B), (C), (D), (E), (F), (G), (K), (L), (M), (N), (P), (Q), (R), (S), and (U) of Clause 3 of this Mortgage;

(d) a default by the Owner in the due and punctual observance of any of the covenants contained in subclauses
(H), (I), (J), (O) and (T) of Clause 3 of this Mortgage which default continues unremedied for a period of thirty
(30) days after notice thereof from the Trustee to the Owner;

(e) it becomes impossible or unlawful for the Owner to fulfill any of the covenants and obligations contained in this
Mortgage and the Trustee considers that such impossibility or illegality will have a material adverse effect on its
rights under this Mortgage or the enforcement thereof;

6. Remedies. Subject to Clause 11 below, if an Event of Default specified in Clause 5 hereof occurs, the Trustee
shall become forthwith entitled to put into force and to exercise all rights and remedies in foreclosure and
otherwise given to mortgagees by the provisions of applicable law and all the powers possessed by it as
mortgagee of [the/each] Vessel and in particular:

                                                      Page 137
(A) To take and enter into possession of the Vessel[s, or any of them], at any time, wherever the same may be,
without legal process and without being responsible for loss or damage, and the Owner or other person in
possession forthwith upon demand of the Trustee will surrender to the Trustee possession of the Vessel[s, or any
of them], and the Trustee may, without being responsible for loss or damage, hold, lay-up, lease, charter, operate
or otherwise use the Vessel[s, or any of them,] for such time and upon such terms as it may deem to be for its
best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return
premiums, salvage awards or recoveries in general average, and all other sums due or to become due in respect
of the Vessel[s, or any of them], or in respect of any insurance thereon from any person whomsoever, in
accordance with the terms of this Mortgage.

(B) To take and enter into possession of the Vessel[s, or any of them], at any time, wherever the same may be,
without legal process, and if it seems desirable to the Trustee and without being responsible for loss or damage,
sell the Vessel[s, or any of them,] at any place and at such time as the Trustee may specify and in any such
manner and such place (whether by public or private sale) as the Trustee may deem advisable, in accordance
with the terms of this Mortgage and with power to postpone any such sale and without being answerable for any
loss occasioned by such sale or resulting from postponement thereof.

(C) To discharge, compound, release or compromise claims against the Owner in respect of the Vessel[s, or any
of them,] which have given or may give rise to any charge or lien on the Vessel[s, or any of them], or which are
or may be enforceable by proceedings against the Vessel[s, or any of them].

(D) Pending sale of the Vessel[s, or any of them], to manage, insure, maintain and repair the Vessel[s, or any of
them], and to employ, sail or lay up the Vessel[s, or any of them,] in such manner and for such period as the
Trustee in its absolute discretion shall deem expedient and for the purposes aforesaid the Trustee shall be entitled
to do all acts and things incidental or conducive thereto and in particular to enter into such arrangements
respecting the Vessel[s, or any of them,] its respective insurance, management, maintenance, repair, classification
and employment including (without limitation) giving all necessary instructions to the Master concerning use and
operation of the Vessel[s, or any of them,] in all respects as if the Trustee were the owner of the Vessel[s] and
without being responsible for any loss thereby incurred.

(E) To recover from the Owner on demand any such losses as may be incurred by the Trustee in or about the
exercise of the power vested in the Trustee under sub-clause (D) above.

(F) To recover from the Owner on demand all expenses, payments and disbursements incurred by the Trustee in
or about or incidental to the exercise by it of any of the powers aforesaid.

(G) To exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of
any applicable law.

                                           PROVIDED ALWAYS that

                                                      Page 138
(a) upon any sale of the Vessel[s, or any of them], or by the Trustee pursuant to sub-clause (B) above the
purchaser shall not be bound to see or inquire whether the Trustee's power of sale has arisen in the manner herein
provided, and the sale shall be deemed to be within the power of the Trustee, and the receipt of the Trustee for
the purchase money shall effectively discharge the purchaser who shall not be or be in any way answerable
therefor;

(b) any sale of the Vessel[s, or any of them,] made in pursuance of the Trustee's right under this Mortgage will
operate to divest all right, title and interest of any nature whatsoever of the Owner therein and thereto and shall
bar any claim from the Owner, its successors and assigns, and all persons claiming by, through or under them.

7. Right of Sale. The Trustee is hereby appointed attorney-in-fact of the Owner to execute and deliver to any
buyer aforesaid, and is hereby vested with full power and authority to make, in the name and on behalf of the
Owner, a good conveyance of the title to the Vessel[s] so sold, provided, however, that the Trustee shall not
exercise any of its powers under this Clause 7 unless an Event of Default specified in Clause 5 hereof shall have
occurred. In the event of a sale of the Vessel[s, or any of them], under any power herein contained, the Owner
will, if and when required by the Trustee, execute such form of conveyance of the Vessel[s, or any of them,] as
the Trustee may direct or approve.

8. Receiver. Whenever any right to enter and take possession of the Vessel[s, or any of them,] accrues to the
Trustee, the Trustee may require the Owner to deliver or to cause to be delivered, and the Owner shall on
demand, at its own cost and expense, deliver or cause to be delivered to the Trustee the Vessel[s, or any of
them], as demanded. If any legal proceedings shall be taken to enforce such right under this Mortgage, the
Trustee shall be entitled as a matter of right to the appointment of a receiver of the Vessel[s, or any of them], and
the freights, hire, earnings, revenues, income and profits due or to become due and arising from the operation
thereof.

9. Right to Defend. Upon the happening of any Event of Default specified in Clause 5 hereof, the Owner
authorizes and empowers the Trustee or its appointee to appear in the name of the Owner, its successors and
assigns, in any court of any country or nation of the world where a suit is pending against the Vessel[s, or any of
them,] because of or on account of any alleged lien against the Vessel[s, or any of them,] from which the Vessel
[s, or any of them,] has not been released and to take such proceedings as may seem proper towards the defense
of such suit and the purchase or discharge of such lien, and all expenditures made or incurred by it for the
purpose of such defense, purchase, or discharge shall be a debt due from the Owner, its successors, and assigns
to the Trustee, and shall be secured by the lien of this Mortgage and the rights of the Trustee hereunder.

10. Remedies Cumulative. Each and every power and remedy herein given to the Trustee shall be cumulative and
shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity,
admiralty, or by statute, and each and every power and remedy whether herein given or otherwise existing may
be exercised from time to time and as often and in such order as may be deemed expedient by the Trustee, and
the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any other power or remedy. No delay or omission by the Trustee
or any of the Securityholders in the exercise of any right or power or in pursuance of any remedy accruing upon
any Event of Default specified in Clause 5 hereof shall impair any such right, power, or remedy or be construed
to be a waiver of any such Event of Default or to be any acquiescence therein; nor shall the acceptance by the
Trustee of any security or of any payment of or on account of any part of the Obligations

                                                      Page 139
falling due for payment after any such Event of Default or of any payment on account of any past default be
construed to be a waiver of any right to take advantage of any future Event of Default or of any past Event of
Default not completely cured thereby.

11. Acceptance of Cure. If at any time after an Event of Default specified in Clause 5 hereof and prior to the
actual sale of the Vessel[s, or any of them,] by the Trustee or prior to the commencement of any foreclosure
proceedings, the Owner offers to cure completely all such Events of Default and to pay to the Trustee all
expenses and advances incurred or made by it consequent on such Events of Default, then the Trustee may
accept, but is not obligated to accept except as required pursuant to the terms of the Indenture, such offer and
payment and restore the Owner to its former position, but such action shall not affect any subsequent Event of
Default or impair any rights of the Trustee consequent thereto.

12. Application of Proceeds. All monies received by the Trustee in respect of:

(i) the sale of the Vessel[s, or any of them],

(ii) Requisition Compensation, or

(iii) the charter, use or other disposition the Vessel[s, or any of them].

shall be first applied to pay or make good all such payments, disbursements, expenses, attorneys fees and losses
whatsoever (together with interest thereon as hereinbefore provided for in the Indenture) as may have been
incurred by the Trustee in or about or incidental to the exercise by the Trustee of the powers specified or
otherwise referred to in Clauses 6, 7, 8, 9 and 14 hereof or any of them and the balance shall be applied in the
manner prescribed in the Indenture.

PROVIDED ALWAYS that in the event that such balance is insufficient to pay in full the whole of the
Obligations the Trustee shall be entitled to collect the shortfall from the Owner or any other person liable therefor.

13. No Waiver; Illegality; Invalidity. (A) No delay or omission of the Trustee or any of the Securitiesholders to
exercise any right or power vested in them under this Mortgage, the Indenture or the Security Agreements or any
of them shall impair such right or power or be construed as a waiver of or as acquiescence in any default by the
Owner and no express waiver given by the Trustee or any of the Securityholders in relation to any default by the
Owner, or breach by the Owner of any of its obligations under this Mortgage shall prejudice the rights of the
Trustee under this Mortgage, the Indenture or the Security Agreements arising from any subsequent default or
breach (whether or not such subsequent default or breach is of a nature different from the previous default or
breach) nor shall the giving by the Trustee of any consent to the doing of any act which by the terms hereof
requires the consent of the Trustee prejudice the right of the Trustee to give or withhold as it may think fit its
consent to the doing of any other such similar act.

(B) The Trustee shall not be obliged to make any inquiry as to the nature or sufficiency of any payment received
by it hereunder or following the occurrence of an Event of Default specified in Clause 5 hereof to make any claim
or take any action to collect any monies hereby assigned or to enforce any rights and benefits hereby assigned to
the Trustee or to which the Trustee may at any time be entitled hereunder.

(C) In case any one or more the provisions contained in this Mortgage should be invalid, illegal or unenforceable
in any respect under any law, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any be affected or impaired thereby and shall remain in full

                                                       Page 140
force and effect.

14. Delegation. The Trustee shall be entitled at any time and as often as may be expedient to delegate all or any
of the powers and discretions vested in it by the Indenture, the Security Agreements or this Mortgage or any of
them (including the power vested in it by virtue of Clause 11 hereof) in such manner upon such terms and to such
persons as the Trustee in its absolute discretion may think fit, provided, however, that the Trustee shall not
exercise its rights under this Clause 14 until an Event of Default specified in Clause 5 hereof shall have occurred
and be continuing.

15. Indemnity. THE OWNER HEREBY AGREES AND UNDERTAKES to indemnify the Trustee against all
obligations and liabilities whatsoever and whensoever arising which the Trustee may incur in good faith in respect
of, in relation to, or in connection with the Vessel[s, or any of them], or otherwise howsoever in relation to or in
connection with any of the matters dealt with in the Indenture, this Mortgage or the Security Agreements.

16. Mortgagee as Attorney-in-Fact. (A) The Owner hereby irrevocably appoints the Trustee as its attorney-in-
fact for the duration of the Security Period to do in its name or in the name of the Owner all acts which the
Owner, or its successors or assigns could do in relation to [any of] the Vessel[s], including without limitation, to
demand, collect, receive, compromise, settle and sue for (insofar as the Trustee lawfully may), all freights, hire,
earnings, issues, revenues, income, and profits of the Vessel[s], and all amounts due from underwriters under the
Insurances as payment of losses or as return premiums or otherwise, salvage awards and recoveries, recoveries
in general, average or otherwise, and all other sums due or to become due to the Owner or in respect of the
Vessel[s], and to make, give and execute in the name of the Owner, acquittances, receipts, releases, or other
discharges for the same, whether under seal or otherwise, to take possession of, sell or otherwise dispose of or
manage or employ, [any of] the Vessel[s], to execute and deliver charters and a bill of sale with respect to [any
of] the Vessel[s], and to endorse and accept in the name of the Owner all checks, notes, drafts, warrants,
agreements and all other instruments in writing with respect to the foregoing. PROVIDED, HOWEVER, that,
unless the context otherwise permits under this Mortgage, such power shall not be exercisable by or on behalf of
the Trustee unless and until any Event of Default stipulated in Clause 5 hereof shall have occurred and be
continuing.

(B) The exercise of the power granted in this Clause 16 by or on behalf of the Trustee shall not require any
person dealing with the Trustee to conduct any inquiry as to whether any such Event of Default has occurred and
is continuing, nor shall such person be in any way affected by notice that any such Event of Default has not
occurred nor is continuing, and the exercise by the Trustee of such power shall be conclusive evidence of its right
to exercise the same.

17. Owner's Right of Possession and Use. Unless and until an Event of Default specified in Clause 5 hereof has
occurred and be continuing, the Owner
(i) shall be permitted and suffered to retain title, actual possession and use of the Vessel[s], and (ii) shall have the
right, from time to time, in its discretion, and without application to the Trustee, to dispose of, free from the lien
hereof, any boilers, engine, machinery, masts, spars, sail, rigging, boats, anchors, cables, chains, tackle, apparel,
furniture, fittings, equipment or any other appurtenances of the Vessel[s] that are no longer useful, necessary,
profitable or advantageous in the operation of the Vessel[s], subject to first or simultaneously replacing the same
by new boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle, apparel,
furniture, fittings, equipment or other appurtenances of substantially equal value to the Owner which shall
forthwith become subject to the lien of this Mortgage as a first preferred [fleet] mortgage thereon.

18. Further Assurances. THE OWNER HEREBY FURTHER UNDERTAKES at its own

                                                       Page 141
expense to execute, sign, perfect, do and (if required) register every such further assurance, document, act or
thing as in the reasonable opinion of the Trustee may be necessary or desirable for the purpose of more
effectually mortgaging the Vessel[s] or perfecting the security constituted by the Indenture and this Mortgage.

19. Extent of Security. The Vessel[s] and their respective equipment and appurtenances shall respond for the
principal amount of the indebtedness secured by this Mortgage, including interest, costs and other charges
secured by this Mortgage.

20. Special Power of Attorney. The Owner and the Trustee each confer a special power of attorney with right of
substitution upon [LOCAL COUNSEL NAME], lawyers of [JURISDICTION] empowering them to take all
necessary steps to permanently record this instrument of mortgage in the appropriate registry of the
[JURISDICTION] and from time to time details of the indebtedness secured hereby.

21. No Waiver of Preferred Status. Anything herein to the contrary notwithstanding, it is intended that nothing
herein shall waive the preferred status of this Mortgage under the laws of the [JURISDICTION], the United
States Vessel Mortgage Act, 1920, as amended, inter alia, by Public Law 100-710 (46 USC
Section 30101 et seq.) or the corresponding provisions of the laws of any other jurisdiction in which it is sought
to be enforced and that, if any provision or portion thereof herein shall be construed to waive the preferred status
of this Mortgage, then such provision to such extent shall be void and of no effect.

22. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including
prepaid overnight courier, facsimile transmission or similar writing) and shall be given to such party at its address
or facsimile number set forth below or at such other address or facsimile number as such party may hereafter
specify for the purpose by notice to each other party hereto. Each such notice, request or other communication
shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in
this Clause and telephonic confirmation of receipt thereof is obtained or (ii) if given by mail, prepaid overnight
courier or any other means, when received at the address specified in this Clause or when delivery at such
address is refused.

                       If to the Owner:        [MORTGAGOR]
                                               [ADDRESS]

                                               Attention:     [NAME]
                                               Facsimile:     [NUMBER]

                       with copy to:           Seward & Kissel LLP
                                               One Battery Park Plaza
                                               New York, New York 10004
                                               Attention: Lawrence Rutkowski, Esq.
                                               Facsimile: 212-480-8421

                       If to the Trustee:      Manufacturers and Traders Trust Company
                                               Corporate Trust Administration
                                               25 South Charles Street
                                               Baltimore, Maryland 21201
                                               Attention: Robert D. Brown
                                               Facsimile: 410-244-4236

                       with copy to:           Ober, Kaler, Grimes & Shriver
                                               120 East Baltimore Street
                                               Baltimore, Maryland 21202-1643
                                               Attention: Patrick Cameron, Esq.
                                               Facsimile: 443-263-7540




23. Successors and Assigns. This Mortgage and the rights and obligations of each of the parties hereto under the
Securities and the Security Agreements shall be binding upon, and inure to the benefit of, the Owner and the
Trustee and their respective successors and assigns, except that the Owner may not assign any of its rights or
obligations under any such documents without the prior written consent of the Trustee. In giving consent as
aforesaid to an assignment by the Owner, the Trustee shall be entitled to impose such conditions as shall be
reasonable.

24. Headings. In this First Preferred [Fleet] Mortgage, clause headings are inserted for convenience of reference
only and shall be ignored in the interpretation of this First Preferred [Fleet] Mortgage.

25. Governing Law. This Mortgage shall be governed by the laws of the
[JURISDICTION] and the owner hereby irrevocably submits to the nonexclusive jurisdiction of the Courts of the
State of New York.

26. Recording. For the purpose of recording this First Preferred
[Fleet] Mortgage as required by [REFERENCE TO RELEVANT DOMESTIC LAW], the total amount is One
Hundred Eighty Million United States Dollars (US$180,000,000) plus interest and performance of mortgage
covenants. The discharge amount is the same as the total amount. [It is not intended that this Mortgage shall
include property other than the Vessels and it shall not include property other than the Vessel[s] as the term
"vessel" is used in [REFERENCE TO RELEVANT DOMESTIC LAW]. Notwithstanding the foregoing, for
property other than the Vessel[s], if any should be determined to be covered by this Mortgage, the discharge
amount is zero point zero one percent (0.01%) of the total amount.]

[ 27. Language. If any inconsistency shall arise between the English and Spanish test of this Mortgage, the English
text thereof shall prevail.]

[Signature page follows.]

                                                      Page 142
IN WITNESS whereof the parties hereto have caused this Mortgage to be executed the day and year first
before written.

                                            [MORTGAGOR]

                                   By___________________________

                                                 [TITLE]

                                                 Page 143
                                         NOTARIAL CERTIFICATE

[STATE OF NEW YORK )

                                                        : ss:

COUNTY OF NEW YORK] )

I, ___________, a notary public in and for the [County of New York], hereby certify:

On the ____ day of _______________, 2004 before me personally appeared __________________ to me
known and known to me to be the person who signed the foregoing First Preferred [Fleet] Mortgage on the
[NATIONALITY] flag vessels described therein, as Attorney-in-Fact of [MORTGAGOR], a corporation
organized under the laws of the [JURISDICTION].

I further certify that sufficient proof was submitted to me that _______ is duly authorized to sign the foregoing
First Preferred [Fleet] Mortgage for and on behalf of the said corporation and that the purposes for which the
said instrument is granted are within the scope of the objects and activities of the said corporation.

I further certify that the signature of _______, the person who executed the foregoing Mortgage on behalf of the
said corporation, was set thereon in my presence and is, therefore, authentic.

IN WITNESS WHEREOF, I have hereunder set my hand this [DAY] day of
[MONTH] 2004.


                                                  Notary Public

                                                     Page 144
                            SCHEDULE 1

              Official                              Gross   Net
Vessel Name   Number     Length   Breadth   Depth   Tons    Tons
-----------   ------     ------   -------   -----   ----    ----
                         mts      mts       mts




                              Page 145
                                  SCHEDULE I
                               TO THE INDENTURE

                         Description of Pledged Shares

                                                 Number
                                   Certificate     of
#                 Issuer              Number     Shares        Record Owner
---   --------------------------   -----------   ------   ----------------------
1.    Baldwin Maritime Inc.             1          100    Princely International
                                                          Finance Corp.

2.    Bayham Investments S.A.          1          100     Regal International
                                                          Investments S.A.

3.    Cavalier Shipping Inc.           11         100     Regal International
                                                          Investments S.A.

4.    Corporacion de Navigacion
      Mundial S.A.                     1          999     Princely International
                                                          Finance Corp.

      Corporacion de Navigacion
      Mundial S.A.                     2           1      Regal International
                                                          Investments S.A.

5.    Danube Maritime Inc.             3           33     Princely International
                                                          Finance Corp.

      Danube Maritime Inc.             5           67     Princely International
                                                          Finance Corp.

6.    General Ventures Inc.            1          500     Princely International
                                                          Finance Corp.

7.    Imperial Maritime Ltd.




                                   Page 146
      (Bahamas) Inc.                  2        100      Princely International
                                                        Finance Corp.

8.    Kattegat Shipping Inc.          2        100      Ultrapetrol (Bahamas)
                                                        Limited

9.    Kingly Shipping Ltd.            1       5,000     Princely International
                                                        Finance Corp.

10.   Majestic Maritime Ltd.          1       5,000     Ultrapetrol (Bahamas)
                                                        Limited

11.   Massena Port S.A.               1       5,000     Ultrapetrol (Bahamas)
                                                        Limited

12.   Monarch Shipping Ltd.           1       5,000     Princely International
                                                        Finance Corp.

13.   Noble Shipping Ltd.             1       5,000     Princely International
                                                        Finance Corp.

14.   Oceanview Maritime Inc.         2        100      Princely International
                                                        Finance Corp.

15.   Parkwood Commercial Corp.       1        100      Ultrapetrol (Bahamas)
                                                        Limited

16.   Princely International
      Finance Corp.                   12      670,211   Ultrapetrol (Bahamas)
                                                        Limited

17.   Regal International
      Investments S.A.                6        660      Princely International
                                                        Finance Corp.

18.   Regal International
      Investments S.A.                7        660      Princely International
                                                        Finance Corp.

19.   Regal International
      Investments S.A.                8        660      Princely International
                                                        Finance Corp.

20.   Regal International
      Investments S.A.                9        660      Princely International
                                                        Finance Corp.

21.   Regal International
      Investments S.A.                10       660      Princely International
                                                        Finance Corp.

22.   Riverview Commercial Corp.      1       10,000    Princely International
                                                        Finance Corp.

23.   Sovereign Maritime Ltd.         1       5,000     Princely International
                                                        Finance Corp.

24.   Stanmore Shipping Inc.          1        100      Ultrapetrol (Bahamas)
                                                        Limited

25.   Tipton Marine Inc.              1        100      Princely International
                                                        Finance Corp.




                                   Page 147
26.   Ultrapetrol International
      S.A.                             1       20     Princely International
                                                      Finance Corp.

27.   Ultrapetrol International
      S.A.                             2       20     Princely International
                                                      Finance Corp.

28.   Ultrapetrol International
      S.A.                             3       20     Princely International
                                                      Finance Corp.

29.   Ultrapetrol International
      S.A.                             4       20     Princely International
                                                      Finance Corp.

30.   Ultrapetrol International
      S.A.                             5       20     Princely International
                                                      Finance Corp.

31.   UP Offshore (Holdings) Ltd.      1       5000   Ultrapetrol (Bahamas)
                                                      Limited




                                    Page 148
                               SCHEDULE II
                            TO THE INDENTURE

                                Pledged Barges

Barge
Number        Barge        Flag      ID Number              Owner
--------------------------------------------------------------------------------
  1.       IGUAZU 400    Liberia       12073        General Ventures Inc.
  2.       IGUAZU 401    Liberia       12074        General Ventures Inc.
  3.       IGUAZU 402    Liberia       12075        General Ventures Inc.
  4.       IGUAZU 403    Liberia       12076        General Ventures Inc.
  5.       IGUAZU 404    Liberia       12090        General Ventures Inc.
  6.       IGUAZU 405    Liberia       12105        General Ventures Inc.
  7.       IGUAZU 435     Panama    32586-PEXT      General Ventures Inc.
  8.       IGUAZU 900    Liberia       12077        General Ventures Inc.
  9.       IGUAZU 901    Liberia       12078        General Ventures Inc.
  10.      IGUAZU 902    LIberia       12079        General Ventures Inc.
  11.      IGUAZU 904    Liberia       12081        General Ventures Inc.
  12.      IGUAZU 905    Liberia       12082        General Ventures Inc.
  13.      IGUAZU 906    Liberia       12083        General Ventures Inc.
  14.      IGUAZU 907    Liberia       12084        General Ventures Inc.
  15.      IGUAZU 908    Liberia       12085        General Ventures Inc.
  16.      IGUAZU 909    Liberia       12086        General Ventures Inc.
  17.      IGUAZU 910    Liberia       12089        General Ventures Inc.
  18.      IGUAZU 912    Liberia       12091        General Ventures Inc.
  19.      IGUAZU 913    Liberia       12092        General Ventures Inc.
  20.      IGUAZU 914    Liberia       12093        General Ventures Inc.
  21.      IGUAZU 915    Liberia       12094        General Ventures Inc.
  22.       MATADOR I    Bolivia      HRB 083       Monarch Shipping Ltd.
  23.      MATADOR II    Bolivia      HRB 084       Monarch Shipping Ltd.
  24.      MATADOR III   Bolivia      HRB 085       Monarch Shipping Ltd.
  25.      MATADOR IV    Bolivia      HRB 086       Monarch Shipping Ltd.
  26.      MATADOR IX    Bolivia      HRB 091       Monarch Shipping Ltd.
  27.      MATADOR LXI   Bolivia      HRB 112       Monarch Shipping Ltd.
  28.       MATADOR V    Bolivia      HRB 087       Monarch Shipping Ltd.
  29.      MATADOR VI    Bolivia      HRB 088       Monarch Shipping Ltd.
  30.      MATADOR VII   Bolivia      HRB 089       Monarch Shipping Ltd.




                                   Page 149
31.    MATADOR VIII     Bolivia        HRB 090   Monarch Shipping Ltd.
32.      MATADOR X      Bolivia        HRB 092   Monarch Shipping Ltd.
33.     MATADOR XI      Bolivia        HRB 093   Monarch Shipping Ltd.
34.     MATADOR XII     Bolivia        HRB 094   Monarch Shipping Ltd.
35.    MATADOR XIII     Bolivia        HRB 095   Monarch Shipping Ltd.
36.     MATADOR XIV     Bolivia        HRB 096   Monarch Shipping Ltd.
37.     MATADOR XIX     Bolivia        HRB 101   Monarch Shipping Ltd.
38.     MATADOR XV      Bolivia        HRB 097   Monarch Shipping Ltd.
39.     MATADOR XVI     Bolivia        HRB 098   Monarch Shipping Ltd.
40.    MATADOR XVII     Bolivia        HRB 099   Monarch Shipping Ltd.
41.    MATADOR XVIII    Bolivia        HRB 100   Monarch Shipping Ltd.
42.     MATADOR XX      Bolivia        HRB 102   Monarch Shipping Ltd.
43.    MATADOR XXII     Bolivia        HRB 103   Monarch Shipping Ltd.
44.    MATADOR XXIII    Bolivia        HRB 104   Monarch Shipping Ltd.
45.    MATADOR XXIV     Bolivia        HRB 105   Monarch Shipping Ltd.
46.    MATADOR XXIX     Bolivia        HRB 110   Monarch Shipping Ltd.
47.     MATADOR XXV     Bolivia        HRB 106   Monarch Shipping Ltd.
48.    MATADOR XXVI     Bolivia        HRB 107   Monarch Shipping Ltd.
49.    MATADOR XXVII    Bolivia        HRB 108   Monarch Shipping Ltd.
50.   MATADOR XXVIII    Bolivia        HRB 109   Monarch Shipping Ltd.
51.     MATADOR XXX     Bolivia        HRB 111   Monarch Shipping Ltd.
52.      GAUCHO IX      Paraguay      2808-BTQ       Oceanpar S.A.
53.      GAUCHO V       Paraguay      2804-BTQ       Oceanpar S.A.
54.      GAUCHO VI      Paraguay      2805-BTQ       Oceanpar S.A.
55.     GAUCHO VII      Paraguay      2806-BTQ       Oceanpar S.A.
56.     GAUCHO VIII     Paraguay      2807-BTQ       Oceanpar S.A.
57.      GAUCHO X       Paraguay      2809-BTQ       Oceanpar S.A.
58.      GAUCHO XI      Paraguay      2810-BTQ       Oceanpar S.A.
59.      MATADOR L      Paraguay       2831 B        Oceanpar S.A.
60.     MATADOR LI      Paraguay       2832 B        Oceanpar S.A.
61.     MATADOR LII     Paraguay       2833 B        Oceanpar S.A.
62.    MATADOR LIII     Paraguay       2834 B        Oceanpar S.A.
63.     MATADOR LIV     Paraguay       2835 B        Oceanpar S.A.
64.     MATADOR LIX     Paraguay       2838 B        Oceanpar S.A.
65.    MATADOR LVII     Paraguay       2836 B        Oceanpar S.A.
66.    MATADOR LVIII    Paraguay       2837 B        Oceanpar S.A.
67.     MATADOR LX      Paraguay       2839 B        Oceanpar S.A.
68.    MATADOR LXII     Paraguay       2824 B        Oceanpar S.A.
69.     MATADOR XL      Paraguay       2820 B        Oceanpar S.A.
70.     MATADOR XLI     Paraguay       2821 B        Oceanpar S.A.
71.    MATADOR XLII     Paraguay       2822 B        Oceanpar S.A.
72.    MATADOR XLIII    Paraguay       2823 B        Oceanpar S.A.
73.    MATADOR XLIV     Paraguay       2826 B        Oceanpar S.A.
74.     MATADOR XLV     Paraguay       2827 B        Oceanpar S.A.
75.    MATADOR XLVI     Paraguay       2828 B        Oceanpar S.A.
76.    MATADOR XLVII    Paraguay       2829 B        Oceanpar S.A.
77.   MATADOR XLVIII    Paraguay       2830 B        Oceanpar S.A.
78.    MATADOR XXXI     Paraguay       2811 B        Oceanpar S.A.
79.    MATADOR XXXII    Paraguay       2812 B        Oceanpar S.A.
80.   MATADOR XXXIII    Paraguay       2813 B        Oceanpar S.A.
81.    MATADOR XXXIV    Paraguay       2814 B        Oceanpar S.A.
82.    MATADOR XXXIX    Paraguay       2819 B        Oceanpar S.A.
83.    MATADOR XXXV     Paraguay       2815 B        Oceanpar S.A.
84.    MATADOR XXXVI    Paraguay       2816 B        Oceanpar S.A.
85.   MATADOR XXXVII    Paraguay       2817 B        Oceanpar S.A.
86.   MATADOR XXXVIII   Paraguay       2818 B        Oceanpar S.A.
87.      GAUCHO I       Paraguay      2379-BTQ       Parfina S.A.
88.      GAUCHO II      Paraguay      2380-BTQ       Parfina S.A.
89.     GAUCHO III      Paraguay      2381-BTQ       Parfina S.A.
90.      GAUCHO IV      Paraguay      2382-BTQ       Parfina S.A.
91.      RIVER 824      Paraguay      2880-BTQ       Riverpar S.A.
92.      RIVER 825      Paraguay      2881-BTQ       Riverpar S.A.
93.      RIVER 826      Paraguay      2882-BTQ       Riverpar S.A.




                                   Page 150
 94.    RIVER 827   Paraguay      2883-BTQ          Riverpar S.A.
 95.    RIVER 828   Paraguay      2884-BTQ          Riverpar S.A.
 96.    RIVER 829   Paraguay      2885-BTQ          Riverpar S.A.
 97.    RIVER 830   Paraguay      2886-BTQ          Riverpar S.A.
 98.    RIVER 831   Paraguay      2887-BTQ          Riverpar S.A.
 99.    RIVER 832   Paraguay      2888-BTQ          Riverpar S.A.
100.    RIVER 833   Paraguay      2889-BTQ          Riverpar S.A.
101.    RIVER 834   Paraguay      2890-BTQ          Riverpar S.A.
102.    ACBL 200     Panama        32089NY   Riverview Commercial   Corp.
103.    ACBL 208     Panama        32103NY   Riverview Commercial   Corp.
104.    ACBL 209     Panama        32120NY   Riverview Commercial   Corp.
105.    ACBL 215     Panama        32119NY   Riverview Commercial   Corp.
106.    ACBL 251     Panama        32117NY   Riverview Commercial   Corp.
107.    ACBL 253     Panama        32115NY   Riverview Commercial   Corp.
108.    ACBL 254     Panama        32114NY   Riverview Commercial   Corp.
109.    ACBL 255     Panama        32113NY   Riverview Commercial   Corp.
110.    ACBL 257     Panama        32111NY   Riverview Commercial   Corp.
111.    ACBL 258     Panama        32110NY   Riverview Commercial   Corp.
112.    ACBL 259     Panama        32109NY   Riverview Commercial   Corp.
113.    ACBL 312     Panama        32086NY   Riverview Commercial   Corp.
114.    ACBL 313     Panama        32085NY   Riverview Commercial   Corp.
115.    ACBL 314     Panama        32087NY   Riverview Commercial   Corp.
116.    ACBL 315     Panama        32095NY   Riverview Commercial   Corp.
117.    ACBL 316     Panama        32094NY   Riverview Commercial   Corp.
118.    ACBL 317     Panama        32093NY   Riverview Commercial   Corp.
119.    ACBL 318     Panama        32092NY   Riverview Commercial   Corp.
120.    ACBL 319     Panama        32090NY   Riverview Commercial   Corp.
121.    ACBL 320     Panama        32082NY   Riverview Commercial   Corp.
122.    ACBL 321     Panama        32091NY   Riverview Commercial   Corp.
123.    ACBL 621     Panama        32126NY   Riverview Commercial   Corp.
124.    ACBL 624     Panama        32128NY   Riverview Commercial   Corp.
125.    ACBL 630     Panama        32127NY   Riverview Commercial   Corp.
126.    ACBL 633     Panama        32125NY   Riverview Commercial   Corp.
127.    ACBL 636     Panama        32124NY   Riverview Commercial   Corp.
128.    ACBL 651     Panama        32121NY   Riverview Commercial   Corp.
129.    ACBL 652     Panama        32123NY   Riverview Commercial   Corp.
130.    ACBL 653     Panama        32122NY   Riverview Commercial   Corp.
131.    ACBL 654     Panama        32133NY   Riverview Commercial   Corp.
132.    ACBL 655     Panama        32132NY   Riverview Commercial   Corp.
133.    ACBL 657     Panama        32131NY   Riverview Commercial   Corp.
134.    ACBL 658     Panama        32130NY   Riverview Commercial   Corp.
135.    ACBL 659     Panama        32129NY   Riverview Commercial   Corp.
136.    ACBL 665     Panama        32084NY   Riverview Commercial   Corp.
137.    ACBL 666     Panama        32104NY   Riverview Commercial   Corp.
138.    ACBL 667     Panama       32105-NY   Riverview Commercial   Corp.
139.    ACBL 668     Panama       32106-NY   Riverview Commercial   Corp.
140.    ACBL 695     Panama       32107-NY   Riverview Commercial   Corp.
141.    ACBL 696     Panama       32096-NY   Riverview Commercial   Corp.
142.    ACBL 697     Panama        32083NY   Riverview Commercial   Corp.
143.    ACBL 698     Panama        32099NY   Riverview Commercial   Corp.
144.    RIVER 810    Panama       32101-NY   Riverview Commercial   Corp.
145.    RIVER 811    Panama       32102-NY   Riverview Commercial   Corp.
146.   RIVER 822B    Panama       32097-NY   Riverview Commercial   Corp.
147.   RIVER 823B    Panama       32100-NY   Riverview Commercial   Corp.
148.    ACBL 285    Liberia         12014             UABL S.A.
149.    ACBL 286    Liberia         12015             UABL S.A.
150.    ACBL 287    Liberia         12016             UABL S.A.
151.    ACBL 288    Liberia         12017             UABL S.A.
152.    ACBL 289    Liberia         12018             UABL S.A.
153.    ACBL 290    Liberia         12019             UABL S.A.
154.    ACBL 291    Liberia         12020             UABL S.A.
155.    ACBL 292    Liberia         12021             UABL S.A.
156.    ACBL 295    Liberia         12024             UABL S.A.




                               Page 151
157.   ACBL 296    Liberia         12025             UABL S.A.
158.   ACBL 297    Liberia         12026             UABL S.A.
159.   ACBL 299    Liberia         12027             UABL S.A.
160.   ACBL 300    Liberia         12028             UABL S.A.
161.   ACBL 301    Liberia         12029             UABL S.A.
162.   ACBL 302    Liberia         12030             UABL S.A.
163.   ACBL 303    Liberia         12031             UABL S.A.
164.   ACBL 304    Liberia         12032             UABL S.A.
165.   ACBL 305    Liberia         12033             UABL S.A.
166.   ACBL 307    Liberia         12035             UABL S.A.
167.   ACBL 310    Liberia         12038             UABL S.A.
168.   ACBL 680    Liberia         12056             UABL S.A.
169.   ACBL 682    Liberia         12058             UABL S.A.
170.   ACBL 684    Liberia         12060             UABL S.A.
171.   ACBL 687    Liberia         11863             UABL S.A.
172.   ACBL 688    Liberia         11864             UABL S.A.
173.   ACBL 689    Liberia         11865             UABL S.A.
174.   ACBL 690    Liberia         11866             UABL S.A.
175.   ACBL 691    Liberia         11867             UABL S.A.
176.   ACBL 692    Liberia         11868             UABL S.A.
177.   ACBL 693    Liberia         11869             UABL S.A.
178.   ACBL 694    Liberia         11870             UABL S.A.
179.   ACBL 812     Panama       29226-03            UABL S.A.
180.   ACBL 813     Panama       29222-03            UABL S.A.
181.   ACBL 814     Panama       29223-03            UABL S.A.
182.   ACBL 815     Panama       29215-03            UABL S.A.
183.   ACBL 816     Panama       29228-03            UABL S.A.
184.   ACBL 817     Panama       29220-03            UABL S.A.
185.   ACBL 818     Panama       29225-03            UABL S.A.
186.    TN 1502   Argentina        2191              UABL S.A.
187.    TN 1503   Argentina        2192              UABL S.A.
188.    TN 1505   Argentina        2193              UABL S.A.
189.    TN 1506   Argentina        2194              UABL S.A.
190.   ACBL 217     Panama        32118NY   Riverview Commercial   Corp.
191.   ACBL 252     Panama        32116NY   Riverview Commercial   Corp.
192.   ACBL 256     Panama        32112NY   Riverview Commercial   Corp.
193.   ACBL 699     Panama        32098NY   Riverview Commercial   Corp.




                              Page 152
                                         EXHIBIT 2 TO THE
                             RULE 144A / REGULATION S / IAI APPENDIX

                                                    Form of
                                       Transferee Letter of Representation

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box 55-19084
Nassau, Bahamas
Attention of Secretary

In care of
[]

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[ ] principal amount of the 9% First Preferred Ship Mortgage
Notes due 2014 (the "Securities") of Ultrapetrol (Bahamas) Limited (the "Company").

                                                     Page 153
Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows:

Name:_________________________________________

Address:______________________________________

Taxpayer ID Number:___________________________

The undersigned represents and warrants to you that:

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

2. We understand that the Securities have not been registered under the Securities Act and, unless so registered,
may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any
investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to
the date that is two years after the later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (i) to the Company,
(ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a
transaction meeting the requirements of Rule 144A, (iii) to an institutional "accredited investor" within the meaning
of Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own
account or for the account of an institutional accredited investor, in each case in a minimum principal amount of
the Securities of $250,000, or if such transfer is in respect of an aggregate principal amount of Securities of less
than $250,000, only if such institutional accredited investor furnishes to the Trustee an opinion of counsel
acceptable to the Company that such transfer is in compliance with the Securities Act, (iv) outside the United
States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to an
effective registration statement under the Securities Act, in each of cases
(i) through (vi) subject to any requirement of law that the disposition of our property or the property of such
investor account or accounts be at all times within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (iii)
above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is
an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities
Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or
other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (iii), (iv) or (v)
above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the
Company and the Trustee.

                             TRANSFEREE:_____________________________,

539411 by:___________________________

                                                      Page 154
                                                   EXHIBIT 5.1

                                               ___________, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19085 Nassau, Bahamas

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as United States and New York counsel to Ultrapetrol (Bahamas) Limited, a Bahamas
corporation (the "Company") and to the Company's subsidiaries listed on Exhibit A hereto (each a "Guarantor"
and collectively the "Guarantors" and, together with the Company, the "Ultrapetrol Group") in connection with the
Company's Registration Statement on Form F-4 (the "Registration Statement") as filed with the United States
Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the
"Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014
(the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship
Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders
and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the
Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings
ascribed to them in the Registration Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records of the Company and the Guarantors 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 (whoever are or will
become signatories thereto) to complete the execution of documents. As to various questions of fact that are
material to the opinion hereinafter expressed, we have relied upon statements or certificates of public officials,
directors or officers of the Company and the Guarantors and others.

We have assumed due authorization of the Exchange Notes and the Guarantees under the laws of incorporation
of the respective the Company and each Guarantor, as the case may be. With respect to the due authorization of
the Exchange Notes and the Guarantees we have relied upon the opinions of counsel of each of the Company
and each Guarantor filed as exhibits to the Registration Statement, and we have assumed that each has been
validly executed and delivered by the Company and each Guarantor, as the case may be.

We have further assumed for the purposes of this opinion that the Indenture and all documents contemplated by
the Indenture to be executed in connection with the Exchange Offer, have been duly authorized and validly

                                                       Page 1
executed and delivered by each of the parties thereto. 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 the Exchange Notes
and the Guarantees, when the Exchange Notes are executed and authenticated in accordance with the Indenture
and delivered pursuant to the Exchange Offer upon the terms and conditions set forth in the Prospectus, will
constitute the valid and binding obligations of the Company and the Guarantors, respectively, enforceable against
the Company and the Guarantors in accordance with their terms, except as (i) such enforceability may be limited
by bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, arrangement, moratorium
or similar laws relating to or affecting the enforcement of creditors' rights generally and may be subject to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of
general applicability.

This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or
circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in
the laws after the date hereof.

We are members of the bar of the State of New York, and this opinion is limited to the law of the State of New
York and the federal laws of the United States of America 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 "Enforceability of Civil Liabilities," and
"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




                                                       Page 2
                                                 Exhibit A

Bayham Investments S.A.

                                           Baldwin Maritime Inc.

Cavalier Shipping Inc.
Corporacion De Navegacion Mundial S.A.

                                           Danube Maritime Inc.

Imperial Maritime Ltd. (Bahamas) Inc. General Ventures Inc.
Kattegat Shipping Inc.
Kingly Shipping Ltd.

                                           Majestic Maritime Ltd.
                                            Massena Port S.A.
                                           Monarch Shipping Ltd.
                                            Noble Shipping Ltd.

Oceanpar S.A.

                                          Oceanview Maritime Inc.

                                                   Page 3
Parfina S.A.

                                    Parkwood Commercial Corp.
                                 Princely International Finance Corp.
                                 Regal International Investments S.A.
                                    Riverview Commercial Corp.
                                       Sovereign Maritime Ltd.
                                       Stanmore Shipping Inc.

Tipton Marine Inc.
Ultrapetrol International S.A.

                                         Ultrapetrol S.A.
                                    UP Offshore (Holdings) Ltd.

02351.0008 #533176

                                               Page 4
                                                   EXHIBIT 5.2

                                                  _________2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Argentine counsel to Ultrapetrol S.A. and UABL S.A., each a corporation (sociedad
anonima) organized and existing under the laws of the Republic of Argentina (the "Argentine Subsidiaries") in
connection with the Registration Statement on Form F-4 (the "Registration Statement") of Ultrapetrol (Bahamas)
Limited, a Bahamas Company (the "Company") as filed with the United States Securities and Exchange
Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to
$180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for
an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014
(the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of
November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust Company, as
Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantors (the
"Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to them
in the Registration Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records of the Company and the Guarantors, and the Argentine Subsidiaries 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 (whoever are or will become signatories thereto) to complete the execution of documents. As to various
questions of fact that are material to the opinion hereinafter expressed, we have relied upon
statements or certificates of public officials, directors or officers of the Company and the Guarantors, the
Argentine Subsidiaries and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other
than the Argentine Subsidiaries.

1. 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 each of the Guarantees to which an Argentine Subsidiary is a party has been
duly authorized, executed and delivered by each of the Argentine Subsidiaries.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities" and "Summary of the
Terms of the Exchange Notes:
Additional Amounts", contained in the Company's Registration Statement on Form F-4, insofar as such
discussion represents legal conclusions or statements of Argentine law, subject to the limitations and conditions
set forth therein, constitutes the opinion of Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz (jr). It is
our further opinion that the discussion set forth under such captions accurately states our views as to the matters
discussed therein.

This opinion is limited to the laws of the Republic of Argentina. This opinion is rendered as of the date hereof, and
we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor
do we have any responsibility to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-
4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes,
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,

                                      PEREZ ALATI, GRONDONA,
                                    BENITES, ARNTSEN & MARTINEZ
                                              DE HOZ (JR)
                                                   EXHIBIT 5.3

                                             January _________, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

RE: 9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014

Ladies and Gentlemen:

We have acted as special Bahamian counsel to Ultrapetrol (Bahamas) Limited, a Bahamian company (the
"COMPANY") and to the Company's Bahamian subsidiaries listed on Exhibit A hereto (each a
"GUARANTOR" and collectively the "GUARANTORS" in connection with the Company's Registration
Statement on Form F-4 (the "REGISTRATION STATEMENT") as filed with the United States Securities and
Exchange Commission (the "COMMISSION"), with respect to the Company's offer to exchange up to
$180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "EXCHANGE
NOTES") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes
due 2014 (the "OUTSTANDING NOTES"). The Exchange Notes are to be issued pursuant to an Indenture
dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders and Trust
Company, as Trustee (the "INDENTURE") and, when issued, will be guaranteed by the Guarantors (the
"GUARANTEES") pursuant to the Indenture. Capitalized terms not defined herein have the meanings ascribed to
them in the Registration Statement.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement; (ii) the prospectus of the Company included in the Registration
ULTRAPETROL (BAHAMAS) LIMITED
JANUARY______, 2005]

                                                      PAGE 2

Statement; (iii) the Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes; and
(vi) such corporate documents and records of the Company and the Guarantors 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 (whoever
are or will become signatories thereto) to complete the execution of documents. As to various questions of fact
that are material to the opinion hereinafter expressed, we have relied upon statements or certificates of public
officials, directors or officers of the Company and the Guarantors and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other
than the Company and the Guarantors.

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 the Exchange Notes and Guarantees have been duly authorized, executed and
delivered by the Company and the Guarantors.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," "Summary of the
Terms of the Exchange Notes: Additional Amounts," and "Tax Considerations -Bahamian Tax Considerations"
contained in the Registration Statement, insofar as such discussion represents legal conclusions or statements of
Bahamian law, subject to the limitations and conditions set forth therein, constitutes the opinion of Higgs &
Johnson. It is our further opinion that the discussion set forth under such captions accurately states our views as
to the matters discussed therein.
ULTRAPETROL (BAHAMAS) LIMITED
JANUARY______, 2005]

                                                     PAGE 3

This opinion is limited to the laws of the Commonwealth of The Bahamas. This opinion is rendered as of the date
hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date
hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement to be filed with the
Commission with respect to the Exchange Notes, 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,

                                            HIGGS & JOHNSON
                              EXHIBIT A

                  LIST OF BAHAMIAN SUBSIDIARIES

        NAME                              JURISDICTION OF INCORPORATION
        ----                              -----------------------------
Kingly Shipping Ltd.                                 Bahamas
Majestic Maritime Ltd.                               Bahamas
Monarch Shipping Ltd.                                Bahamas
Noble Shipping Ltd.                                  Bahamas
Sovereign Maritime Ltd.                              Bahamas
UP Offshore (Holdings) Ltd.                          Bahamas
                                                   EXHIBIT 5.4

                                               [LETTERHEAD OF]

                            BARROS Y ERRAZURIZ ABOGADOS LIMITADA

                                                 January____, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Chilean counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the
"Company") and to Corporacion de Navegacion Mundial S.A., a (corporation) organized and existing under the
laws of the Republic of Chile, and one of the Company's subsidiaries (the "Guarantor" and, together with the
Company, the "Ultrapetrol Group") in connection with the Company's Registration Statement on Form F-4 (the
"Registration Statement") as filed with the United States Securities and Exchange Commission (the
"Commission"), with respect to the Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of
the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical
principal amount at maturity of its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the
"Outstanding Notes"). The Exchange Notes are to be issued pursuant to the Indenture dated as of November 24,
2004 between the Company, the Guarantor and Manufacturers Traders and Trust Company, as Trustee (the
"Trustee") (the "Indenture") and, when issued, will be guaranteed by the Guarantor (the "Guarantee") pursuant to
the Indenture. Capitalized terms not defined herein have the meanings ascribed to them in the Registration
Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records of the Company and the Guarantor and such other instruments, certificates and
documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter
Ultrapetrol (Bahamas) Limited
January_____, 2005]

                                                        Page 2

expressed (collectively the "Documents"). In such examinations, we have assumed and not verified:

(a) the authenticity of all documents submitted to us as originals;

(b) the conformity to original documents of all documents submitted to us as copies or drafts of documents to be
executed;

(c) the genuineness of all signatures and the legal competence or capacity of persons or entities (whoever are or
will become signatories thereto) to complete the execution of documents;

(d) the due compliance of the Documents with all matters of, and the validity and enforceability thereof under, all
such laws as govern or relate to them (other than the laws of Chile as to which we are opining);

(e) that any required consents, licenses, permits, approvals, exemptions or authorizations of or by any
governmental authority or regulatory body of any jurisdiction other than Chile in connection with the transactions
contemplated by the Documents have been obtained.

As to various questions of fact that are material to the opinion hereinafter expressed, we have relied upon
statements or certificates of public officials, directors or officers of the Company and the Guarantor and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantee have been duly authorized and validly executed and delivered by each of the parties thereto other than
the Company and the Guarantor.

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 the Guarantee to which the Guarantor is a party have been duly authorized,
executed and delivered by it.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities" and "Summary of the
Terms of the Exchange Notes:
Additional Amounts" contained in the Company's Registration Statement on Form F-4, insofar as such discussion
represents legal conclusions or statements of Chile law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Barros & Errazuriz Abogados Ltda. and fairly presents the information disclosed therein
in all material respects.

This opinion is limited to the laws of Chile. This opinion is rendered as of the date hereof, and we have no
responsibility to update this opinion for events or circumstances
Ultrapetrol (Bahamas) Limited
January_____, 2005]

                                                      Page 3

occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after
the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-
4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes,
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,

                                          BARROS Y ERRAZURIZ
                                          ABOGADOS LIMITADA
                                                   EXHIBIT 5.5

                                              _____________, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Liberian counsel to General Ventures Inc., a Liberian company ("Guarantor") and a
subsidiary of Ultrapetrol (Bahamas) Limited, a Bahamas company (the "Company") in connection with the
Company's Registration Statement on Form F-4 (the "Registration Statement") as filed with the United States
Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the
"Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014
(the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship
Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24,2004 between the Company, the Guarantor, Manufacturers Traders and
Trust Company, as Trustee (the "Trustee") and the other parties thereto (the "Indenture") and, when issued, will
be guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture. Capitalized terms not defined herein
have the meanings ascribed to them in the Registration Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records of the Company and the Guarantor 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 (whoever are or will
become signatories thereto) to complete the execution of documents. As to various questions of fact that are
material to the
Ultrapetrol (Bahamas) Limited
_____________, 2005

                                                       Page 2

opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or
officers of the Guarantor and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantee have been duly authorized and validly executed and delivered by each of the parties thereto other than
the Guarantor.

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 the Guarantee has been duly authorized, executed and delivered by the
Guarantor.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," and "Summary of
the Terms of the Exchange Notes:
Additional Amounts," contained in the Company's Registration Statement on Form F-4, insofar as such
discussion represents legal conclusions or statements of Liberian law, subject to the limitations and conditions set
forth therein, constitutes the opinion of Seward & Kissel LLP. It is our further opinion that the discussion set forth
under such captions accurately states our views as to the matters discussed therein.

This opinion is limited to the laws of Liberia. This opinion is rendered as of the date hereof, and we have no
responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have
any responsibility to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-
4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes,
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
                                                   EXHIBIT 5.6

                                               January_____, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Paraguayan counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the
"Company") and to the Company's subsidiaries listed on Exhibit A hereto (each a "Guarantor" and collectively the
"Guarantors" and, together with the Company, the "Ultrapetrol Group") in connection with the Company's
Registration Statement on Form F-4 (the "Registration Statement") as filed with the United States Securities and
Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the "Exchange
Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014 (the
"Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship
Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders
and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the
Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings
ascribed to them in the Registration Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records of the Company and the Guarantors 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 (whoever are or will
become signatories thereto) to complete the execution of documents. As to various questions of fact that are
material to the
Ultrapetrol (Bahamas) Limited
January_____, 2005

                                                       Page 2

opinion hereinafter expressed, we have relied upon statements or certificates of public officials, directors or
officers of the Company and the Guarantors and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other
than the Company and the Guarantors.

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 the Exchange Notes and Guarantees have been duly authorized, executed and
delivered by the Company and the Guarantors.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," and "Summary of
the Terms of the Exchange Notes:
Additional Amounts," contained in the Company's Registration Statement on Form F-4, insofar as such
discussion represents legal conclusions or statements of Paraguayan law, subject to the limitations and conditions
set forth therein, constitutes the opinion of Palacios, Prono & Talavera, Abogados. It is our further opinion that
the discussion set forth under such captions accurately states our views as to the matters discussed therein.

This opinion is limited to the laws of Paraguay. This opinion is rendered as of the date hereof, and we have no
responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have
any responsibility to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-
4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes,
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,

                                    Palacios, Prono & Talavera, Abogados
Ultrapetrol (Bahamas) Limited
January_____, 2005

                                  Page 3

                                EXHIBIT A

1. Parfina S.A.

2. Oceanpar S.A.
                                                   EXHIBIT 5.7

January_________, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19084
Nassau, Bahamas

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Panamanian counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the
"Company") and to the Company's Panamanian subsidiaries listed on Exhibit A hereto (each a "Guarantor" and
collectively the "Guarantors" and, together with the Company, the "Ultrapetrol Group") in connection with the
Company's Registration Statement on Form F-4 (the "Registration Statement") as filed with the United States
Securities and Exchange Commission (the "Commission"), with respect to the Company's offer to exchange (the
"Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred Ship Mortgage Notes due 2014
(the "Exchange Notes") for an identical principal amount at maturity of its outstanding 9% First Preferred Ship
Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes are to be issued pursuant to the
Indenture dated as of November 24, 2004 between the Company, the Guarantors and Manufacturers Traders
and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued, will be guaranteed by the
Guarantors (the "Guarantees") pursuant to the Indenture. Capitalized terms not defined herein have the meanings
ascribed to them in the Registration Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records of the Company and the Guarantors 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 (whoever are or will
become signatories thereto) to
Ultrapetrol (Bahamas) Limited
January________, 2005

                                                       Page 2

complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter
expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company
and the Guarantors and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantees have been duly authorized and validly executed and delivered by each of the parties thereto other
than the Company and the Guarantors.

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 the Exchange Notes and Guarantees have been duly authorized, executed and
delivered by the Company and the Guarantors.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," "Summary of the
Terms of the Exchange Notes: Additional Amounts," and "Tax Considerations - Panama Tax Considerations"
contained in the Company's Registration Statement on Form F-4, insofar as such discussion represents legal
conclusions or statements of Panamanian law, subject to the limitations and conditions set forth therein,
constitutes the opinion of Tapia, Linares y Alfaro. It is our further opinion that the discussion set forth under such
captions accurately states our views as to the matters discussed therein.

This opinion is limited to the laws of Panama. This opinion is rendered as of the date hereof, and we have no
responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have
any responsibility to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-
4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes,
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,

Tapia, Linares y Alfaro

Mario E. Correa
Ultrapetrol (Bahamas) Limited
January__, 2005

                                          Page 3

                                        EXHIBIT A

Baldwin Maritime Inc.
Bayham Investments S.A.
Cavalier Shipping Inc.
Danube Maritime Inc.
Imperial Maritime Ltd. (Bahamas) Inc.
Kattegat Shipping Inc.
Oceanview Maritime Inc.
Parkwood Commercial Corp.
Princely International Finance Corp.
Regal International Investments S.A.
Riverview Commercial Corp.
Stanmore Shipping Inc.
Tipton Marine Inc.
Ultrapetrol International S.A.
                                                   EXHIBIT 5.8

                                      RAMELA & REGULES RUCKER

                                                      Abogados

          Carlos RAMELA REGULES                                      Julio Herreray Obes 1416, piso 8
          Pedro REGULES ZABALETA                                       Tel: (05982) 900-1232/900-0494
          Fernando MENDEZ VALLES                                                    902-1585/902-0693
          Ricardo SOMMARUGA SANGUINETTI                                    Telefax: (05982) 902-1585
          Milagros SAPRIZA RAMELA                                          E-mail: regules@dcd.com.uy
                  Abogados                                                   C.P. 11.100 - MONTEVIDEO
                                                                                     URUGUAY

          Alejandro REGULES ZABALETA
                  Escribano

                                                          ________________, 2005

          Ultrapetrol (Bahamas) Limited
          c/o H& J Corporation Services Ltd.
          Shirlaw House
          87 Shirley Street
          P.O. Box SS-19084
          Nassau, Bahamas




Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

We have acted as special Uruguayan counsel to Ultrapetrol (Bahamas) Limited, a Bahamas company (the
"Company") and to Massena Port S.A. (the "Guarantor" and, together with the Company, the "Ultrapetrol
Group") in connection with the Company's Registration Statement on Form F-4 (the "Registration Statement") as
filed with the United States Securities and Exchange Commission (the "Commission"), with respect to the
Company's offer to exchange (the "Exchange Offer") up to $180,000,000 of the Company's 9% First Preferred
Ship Mortgage Notes due 2014 (the "Exchange Notes") for an identical principal amount at maturity of its
outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes"). The Exchange Notes
are to be issued pursuant to the Indenture dated as of November 24, 2004 between the Company, the Guarantor
and Manufacturers Traders and Trust Company, as Trustee (the "Trustee") (the "Indenture") and, when issued,
will be guaranteed by the Guarantor (the "Guarantee") pursuant to the Indenture. Capitalized terms not defined
herein have the meanings ascribed to them in the Registration Statement.

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; (iii) the
Indenture; (iv) the form of the Outstanding Notes; (v) the form of the Exchange Notes and (vi) such corporate
documents and records

Paraguay 609 - 6 K - Tel: (05411) 4311-1412/8385 - Telefax: (05411)4311-1700
C.P. 1057 - BUENOS AIRES - ARGENTINA
of the Company and the Guarantor 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 (whoever are or will become signatories thereto) to
complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter
expressed, we have relied upon statements or certificates of public officials, directors or officers of the Company
and the Guarantor and others.

We have further assumed for the purposes of this opinion that each of the Indenture and all documents
contemplated by the Indenture to be executed in connection with the issuance of the Exchange Notes and
Guarantee have been duly authorized and validly executed and delivered by each of the parties thereto other than
the Guarantor.

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 the Guarantee has been duly authorized, executed and delivered by the
Guarantor.

We hereby confirm that the discussion under the headings "Enforceability of Civil Liabilities," and "Summary of
the Terms of the Exchange Notes: Additional Amounts," contained in the Company's Registration Statement on
Form F-4, insofar as such discussion represents legal conclusions or statements of Uruguayan law, subject to the
limitations and conditions set forth therein, constitutes the opinion of Ramela & Regules Rucker. It is our further
opinion that the discussion set forth under such captions accurately states our views as to the matters discussed
therein.

This opinion is limited to the laws of the Republic of Uruguay. This opinion is rendered as of the date hereof, and
we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor
do we have any responsibility to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form F-
4 to be filed with the United States Securities and Exchange Commission with respect to the Exchange Notes,
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,

                                        Dr. Pedro Regules Zabaleta

                                    RAMELA & REGULES RUCKER
                                            Abogados
                                                   EXHIBIT 8.1

                                              _____________, 2005

Ultrapetrol (Bahamas) Limited
c/o H&J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
P.O. Box SS-19085 Nassau, Bahamas Ladies and Gentlemen:

Re: 9% First Preferred Ship Mortgage Notes due 2014

Ladies and Gentlemen:

In connection with the Registration Statement filed by Ultrapetrol (Bahamas) Limited, a Bahamas corporation
(the "Company") on Form F-4 with the Securities and Exchange Commission pursuant to the Securities Act of
l933 (the "Registration Statement") in connection with the exchange offer of the Company's 9% First Preferred
Ship Mortgage Notes due 2014 (the "Notes"), we have been requested to render our opinion regarding certain
United States federal income tax matters.

In formulating our opinion as to these matters, we have examined such documents as we have deemed
appropriate, including the Registration Statement and the prospectus that forms a part thereof (the "Prospectus").
We also have obtained such additional information as we have deemed relevant and necessary from
representatives of the Company. Capitalized terms not defined herein have the meanings ascribed to them in the
Registration Statement.

Based on the facts as set forth in the Registration Statement and, in particular, on the representations, covenants,
assumptions, conditions and qualifications described under the captions "Summary of the Terms of The Exchange
Offer - U.S. Federal Income Tax Considerations," "The Exchange Offer - Transfer Taxes," and "Tax
Considerations - United States Federal Income Tax Considerations" we hereby confirm that the opinions of
Seward & Kissel LLP with respect to federal income tax matters are those opinions attributed to Seward &
Kissel LLP in the Registration Statement under the captions "Summary of the Terms of The Exchange Offer -
U.S. Federal Income Tax Consideration," "The Exchange Offer - Transfer Taxes," and "Tax Considerations -
United States Federal Income Tax Considerations." It is our further opinion that the tax discussion set forth under
the captions "Summary of the Terms of The Exchange Offer - U.S. Federal Income Tax Consideration," "The
Exchange Offer - Transfer Taxes," and "Tax Considerations - United States Federal Income Tax Considerations"
in the Registration Statement accurately states our views as to the tax matters discussed therein.

Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions
of the Internal Revenue Code of l986, as amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of
which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than
those specifically referred to above by reference to the Registration Statement, and we have no responsibility to
update this opinion or to advise you of any change in the laws after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to
our firm included in or made part of the Registration Statement.

Very truly yours,

                                                                            /s/ Seward & Kissel LLP

            02351.0008 #533182




                                                       Page 1
                             EXHIBIT 10.2



                      ASSIGNMENT OF INSURANCES

                               in favor of

               MANUFACTURERS AND TRADERS TRUST COMPANY

                              as Assignee



[DATE], 2004
                                     ASSIGNMENT OF INSURANCES

THIS ASSIGNMENT is made this [DAY] day of [MONTH], 2004, from
[ASSIGNOR], a company organized and existing under the laws of the [JURISDICTION OF
INCORPORATION], with offices at [ADDRESS] (the "Assignor"), in favor of MANUFACTURERS AND
TRADERS TRUST COMPANY, a New York banking corporation, with offices at 25 South Charles Street,
Baltimore, Maryland, as trustee under the Indenture referred to in Recital B hereto (the "Assignee").

                                        W I T N E S S E T H T H A T:

                                                  WHEREAS:

(A) The Assignor is the sole, legal and beneficial owner of the whole of [each of] the [NATIONALITY] flag
vessel[s] listed on Schedule 1 hereto (the ["Vessels", and each a] "Vessel");

(B) Pursuant to an indenture dated as of November 24, 2004, by and among Ultrapetrol (Bahamas) Limited, as
issuer (the "Company"), the Guarantors party thereto (the "Guarantors"), the Pledgors party thereto (the
"Pledgors") and the Assignee as trustee, (as amended or supplemented from time to time, the "Indenture"), the
Company issued its 9% First Preferred Ship Mortgage Notes due 2014 (the "Securities") in the aggregate
principal amount of One Hundred Eighty Million United States Dollars (US$180,000,000), the proceeds of
which have been used to repay the Company's 10 1/2% First Preferred Ship Mortgage Notes dues 2008, to
refinance the acquisition cost of other vessels owned by the Guarantors, and for general corporate purposes;

(C) By the Indenture, the Guarantors [(including the Assignor)], have jointly and severally guaranteed, upon the
terms and conditions contained therein, the punctual payment, performance and observance when due of the
obligations of the Company under and in connection with the Securities, including, but not limited to, the
Company's obligation to pay the principal of, and premium and interest on, the Securities as provided in the
Indenture and the Securities;

(D) By the Security Agreements (other than this Assignment), the Guarantors [(including the Assignor)] and the
Pledgors [(including the Assignor)] have, upon the terms and conditions contained therein, pledged certain assets
held by them, including the Vessel[s], and assigned certain insurances obtained by them, to secure the punctual
payment, performance and observance when due of the obligations of the Company under and in