Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
|
N/A
(I.R.S. Employer
Identification No.)
|
|||
Euroseas Ltd.
4 Messogiou & Evropis Street
151 25 Maroussi, Greece
001 30 211 1804005
(Address and telephone number of Registrant's principal executive offices)
|
Seward & Kissel LLP
Attention: Lawrence Rutkowski, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of agent for service)
|
Lawrence Rutkowski, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
||
Title of Each Class of Securities to be Registered
|
Amount to be Registered (1)
|
Proposed Maximum Offering Price Per Security
|
Proposed Maximum Aggregate Offering Price (2)
|
Amount of Registration Fee
|
||||||||||||
Primary Offering
|
||||||||||||||||
Common Shares, par value $ 0.03 per share
|
||||||||||||||||
Preferred Shares, par value $ 0.01 per share (3)
|
||||||||||||||||
Debt Securities (4)
|
||||||||||||||||
Guarantees (5)
|
||||||||||||||||
Warrants (6)
|
||||||||||||||||
Purchase Contracts (7)
|
||||||||||||||||
Units (8)
|
||||||||||||||||
Primary Offering Total
|
$ | 400,000,000 | $ | 46,440 | ||||||||||||
Secondary Offering
|
||||||||||||||||
Common Shares, par value $ 0.03 per share to be offered by certain selling shareholders
|
11,249,677 | $ | 2.925 | (9) | $ | 32,905,306 | (9) | $ | 3,821 | (10) | ||||||
Secondary Offering Total
|
$ | 32,905,306 | $ | 3,821 | ||||||||||||
TOTAL
|
$ | 432,905,306 | $ | 50,261 |
(1)
|
Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate public offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement. Also includes such indeterminate amount of debt securities and number of preferred shares and common shares as may be issued upon conversion of or in exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II(C) of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by Euroseas Ltd. pursuant to this registration statement exceed $400,000,000.
|
(3)
|
There is being registered hereunder an indeterminate number of preferred shares as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
|
(4)
|
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
|
(5)
|
The debt securities may be guaranteed pursuant to guarantees by the subsidiaries of Euroseas Ltd. No separate compensation will be received for the guarantees. Pursuant to Rule 457(n), no separate fees for the guarantees are payable.
|
(6)
|
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
|
(7)
|
There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
|
(8)
|
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement. Units may consist of any combination of the securities registered hereunder.
|
(9)
|
Pursuant to Rule 457(c), the offering price and registration fee are computed on the average of the high and low prices for the common stock on the NASDAQ Global Select Market on September 22, 2011.
|
(10)
|
Determined in accordance with Section 6(b) of the Securities Act to be $3,821, which is equal to .00011610 multiplied by the proposed maximum aggregate offering price of $32,905,306.
|
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
|
Exact Name of Registrant as Specified in its Charter
|
Country of Incorporation or Organization
|
I.R.S. Employer
Identification No.
|
Primary Standard Industrial Classification Code No.
|
|
|
|
|
Aggeliki Shipping Ltd
|
Liberia
|
N/A
|
4412
|
Allendale Investments S.A.
|
Panama
|
N/A
|
4412
|
Alterwall Business Inc.
|
Panama
|
N/A
|
4412
|
Diana Trading Ltd.
|
Marshall Islands
|
N/A
|
4412
|
Eleni Shipping Limited
|
Liberia
|
N/A
|
4412
|
Emmentaly Business Inc.
|
Panama
|
N/A
|
4412
|
Eternity Shipping Company
|
Marshall Islands
|
N/A
|
4412
|
Manolis Shipping Limited
|
Marshall Islands
|
N/A
|
4412
|
Noumea Shipping Ltd
|
Liberia
|
N/A
|
4412
|
Pantelis Shipping Limited
|
Liberia
|
N/A
|
4412
|
Pilory Associates Corp.
|
Panama
|
N/A
|
4412
|
Prospero Maritime Inc.
|
Marshall Islands
|
N/A
|
4412
|
Saf-Concord Shipping Ltd
|
Liberia
|
N/A
|
4412
|
Tiger Navigation Corp.
|
Marshall Islands
|
N/A
|
4412
|
Xenia International Corp.
|
Marshall Islands
|
N/A
|
4412
|
Xingang Shipping Ltd
|
Liberia
|
N/A
|
4412
|
|
(1)
|
our common shares,
|
|
(2)
|
our preferred shares,
|
|
(3)
|
our debt securities, which may be guaranteed by one or more of our subsidiaries,
|
|
(4)
|
our warrants,
|
|
(5)
|
our purchase contracts, and
|
|
(6)
|
our units
|
The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.
|
ii
|
|
PROSPECTUS SUMMARY
|
1
|
RISK FACTORS
|
7
|
PRICE RANGE OF COMMON STOCK
|
8
|
USE OF PROCEEDS
|
9
|
RATIO OF EARNINGS TO FIXED CHARGES
|
10
|
SELLING SHAREHOLDERS
|
11
|
OUR CAPITALIZATION
|
12
|
DIVIDEND POLICY
|
13
|
PLAN OF DISTRIBUTION
|
14
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
16
|
DESCRIPTION OF CAPITAL STOCK
|
17
|
DESCRIPTION OF PREFERRED SHARES
|
25
|
DESCRIPTION OF WARRANTS
|
26
|
DESCRIPTION OF DEBT SECURITIES
|
27
|
DESCRIPTION OF PURCHASE CONTRACTS
|
37
|
DESCRIPTION OF UNITS
|
38
|
TAX CONSIDERATIONS
|
39
|
EXPENSES
|
49
|
EXPERTS
|
49
|
LEGAL MATTERS
|
49
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
49
|
GLOSSARY OF SHIPPING TERMS
|
52
|
|
·
|
our future operating or financial results;
|
|
·
|
future, pending or recent acquisitions, joint ventures, business strategy, areas of possible expansion, and expected capital spending or operating expenses;
|
|
·
|
drybulk and container shipping industry trends, including charter rates and factors affecting vessel supply and demand;
|
|
·
|
our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
|
|
·
|
availability of crew, number of off-hire days, drydocking requirements and insurance costs;
|
|
·
|
our expectations about the availability of vessels to purchase or the useful lives of our vessels;
|
|
·
|
our expectations relating to dividend payments and our ability to make such payments;
|
|
·
|
our ability to leverage to our advantage our manager's relationships and reputations in the drybulk and container shipping industry;
|
|
·
|
changes in seaborne and other transportation patterns;
|
|
·
|
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
|
·
|
potential liability from future litigation;
|
|
·
|
global and regional political conditions;
|
|
·
|
acts of terrorism and other hostilities, including piracy; and
|
|
·
|
other factors discussed in the section titled "Risk Factors."
|
Name
|
Type
|
Dwt
|
TEU
|
Year
Built
|
Employment(*)
|
Charter Rate ($/day)
|
|||||||||||||||
Drybulk Vessels
|
|
|
|
|
|||||||||||||||||
PANTELIS
|
Panamax
|
74,020 | — | 2000 |
Time Charter until Mar-12, then
Time Charter until' Feb-14, plus
1 Year Charterer's Option
|
$17,500, then
$11,200 plus 50/50 Profit Share,
then option at
$14,200
|
|||||||||||||||
ELENI P
|
Panamax
|
72,119 | — | 1997 |
Time Charter until
Jan-13
|
$ | 16,500 | ||||||||||||||
IRINI
|
Panamax
|
69,734 | — | 1988 |
Time Charter until
Apr-13
|
$ | 4,000 | ||||||||||||||
ARISTIDES N.P.
|
Panamax
|
69,268 | — | 1993 |
Time Charter until
May-12
|
$ | 14,950 | ||||||||||||||
MONICA P (**)
|
Handymax
|
46,667 | — | 1998 |
Bulkhandling Pool
|
||||||||||||||||
Drybulk Total
|
5 | 331,808 |
|
||||||||||||||||||
Multipurpose Dry Cargo Vessels
|
|
||||||||||||||||||||
TASMAN TRADER
|
Multipurpose
|
22,568 | 950 | 1990 |
Time Charter until
Mar-12
|
$ | 9,000 | ||||||||||||||
Container Carriers
|
|
||||||||||||||||||||
MAERSK NOUMEA
|
Intermediate
|
34,677 | 2,556 | 2001 |
Time Charter until
Jul-13
|
$ | 15,750 | ||||||||||||||
TIGER BRIDGE
|
Intermediate
|
31,627 | 2,228 | 1990 |
Time Charter until
Mar-12
|
$ | 7,500 | ||||||||||||||
AGGELIKI P
|
Intermediate
|
30,360 | 2,008 | 1998 |
Time Charter until
Feb-12
|
$ | 12,500 | ||||||||||||||
DESPINA P
|
Handysize
|
33,667 | 1,932 | 1990 |
Time Charter until
Jan-12
|
$ | 8,500 | ||||||||||||||
JONATHAN P
(ex- OEL INTEGRITY)
|
Handysize
|
33,667 | 1,932 | 1990 |
Time Charter until
Oct-11
|
$ | 11,750 | ||||||||||||||
CAPTAIN COSTAS
(ex-OEL TRANSWORLD)
|
Handysize
|
30,007 | 1,742 | 1992 |
Time Charter until
Oct-11
|
$ | 10,250 | ||||||||||||||
YM PORT KELANG (ex-MASTRO NICOS, ex- YM XINGANG I)
|
Handysize
|
23,596 | 1,599 | 1993 |
Time Charter until
Dec-11
|
$ | 5,900 | ||||||||||||||
MANOLIS P
|
Handysize
|
20,346 | 1,452 | 1995 |
Time Charter until
Feb-12
|
$ | 10,500 | ||||||||||||||
NINOS (ex YM
QINGDAO I)
|
Feeder
|
18,253 | 1,169 | 1990 |
Time Charter until
Jun-12
|
$ | 11,200 | ||||||||||||||
KUO HSIUNG
|
Feeder
|
18,154 | 1,169 | 1993 |
Time Charter until
Jun-12
|
$ | 11,200 | ||||||||||||||
Container Total
|
10 | 274,354 | 17,787 | ||||||||||||||||||
Fleet Grand Total
|
16 | 628,730 | 18,737 |
·
|
Experienced Management Team. Our management team has significant experience in all aspects of commercial, technical, operational and financial areas of our business. Aristides J. Pittas, our Chairman and Chief Executive Officer, holds a dual graduate degree in Naval Architecture and Marine Engineering and Ocean Systems Management from the Massachusetts Institute of Technology. He has worked in various technical, shipyard and ship management capacities and since 1991 has focused on the ownership and operation of vessels carrying dry cargoes. Dr. Anastasios Aslidis, our Chief Financial Officer, holds a Ph.D. in Ocean Systems Management also from Massachusetts Institute of Technology and has over 20 years of experience, primarily as a partner at a Boston based international consulting firm focusing on investment and risk management in the maritime industry. |
·
|
Cost Effective Vessel Operations. We believe that because of the efficiencies afforded to us through Eurobulk, the strength of our management team and the quality of our fleet, we are, and will continue to be, a reliable, low cost vessel operator, without compromising our high standards of performance, reliability and safety. Despite the average age of our fleet being approximately 17 years during 2010, our total vessel operating expenses, including management fees and general and administrative expenses but excluding drydocking expenses were $5,191 per day for the year ended December 31, 2010. We consider this amount to be among the lowest of the publicly listed drybulk shipping companies in the U.S. even after accounting for the lower operating expenses of our 2 laid-up vessels during part of the year. Our technical and operating expertise allows us to efficiently manage and transport a wide range of cargoes with a flexible trade route profile, which helps reduce ballast time between voyages and minimize off-hire days. Our professional, well-trained masters, officers and on board crews further help us to control costs and ensure consistent vessel operating performance. We actively manage our fleet and strive to maximize utilization and minimize maintenance expenditures for operational and commercial utilization. For the year ended December 31, 2010, our operational fleet utilization was 99.2% and since 2006 our operational utilization rate has averaged approximately 99.0%. Our commercial utilization rate (without including laid-up vessels) increased to 99.9% in 2010 from 95.5% in 2009. |
·
|
Strong Relationships with Customers and Financial Institutions. We believe Eurobulk and the Pittas family have developed strong industry relationships and have gained acceptance with charterers, lenders and insurers because of their long-standing reputation for safe and reliable service and financial responsibility through various shipping cycles. Through Eurobulk, we offer reliable service and cargo carrying flexibility that enables us to attract customers and obtain repeat business. We also believe that the established customer base and reputation of Eurobulk and the Pittas family helps us to secure favorable employment for our vessels with well known charterers.
|
·
|
Renew and Expand our Fleet. We expect to grow our fleet in a disciplined manner through timely and selective acquisitions of quality vessels. We perform in-depth technical review and financial analysis of each potential acquisition and only purchase vessels as market conditions and developments present themselves. We continue to be focused on purchasing well-maintained secondhand vessels, which should provide a significant value proposition given the depressed price levels that exist currently. However, we will also consider purchasing newbuildings or newbuilding resales if the value proposition exists at the time. Furthermore, as part of our fleet renewal, we will continue to sell certain vessels when we believe it is in the best interests of the Company and our shareholders.
|
·
|
Maintain Balanced Employment. We intend to strategically employ our fleet between time and spot charters. We actively pursue time charters to obtain adequate cash flow to cover as much as possible of our fleet's fixed costs, consisting of vessel operating expenses, management fees, general and administrative expenses, interest expense and drydocking costs for the upcoming 12-month period. We also use FFA contracts as a substitute for time charter employment to partly provide coverage for our drybulk vessels in order to increase the predictability of our revenues. We look to deploy the remainder of our fleet through spot charters, shipping pools or contracts of affreightment depending on our view of the direction of the markets and other tactical or strategic considerations. We believe this balanced employment strategy will provide us with more predictable operating cash flows and sufficient downside protection, while allowing us to participate in the potential upside of the spot market during periods of rising charter rates. As of September 23, 2011, on the basis of our existing time charters and FFA contracts, approximately 89% of our vessel capacity in the remainder of 2011 and approximately 34% in 2012 are fixed, which will help protect us from market fluctuations, enable us to make significant principal and interest payments on our debt and pay dividends to our shareholders. |
·
|
Operate a Fleet in Two Sectors. While remaining focused on the dry cargo segment of the shipping industry, we intend to continue to develop a diversified fleet of drybulk carriers and containerships of up to Panamax size. A diversified drybulk fleet profile will allow us to better serve our customers in both major and minor drybulk trades, as well as to reduce any dependency on any one cargo, trade route or customer. We will remain focused on the smaller size ship segment of the container market, which has not experienced the same level of expansion in vessel supply that has occurred with larger containerships. A diversified fleet, in addition to enhancing the stability of our cash flows, will also help us to reduce our exposure to unfavorable developments in any one shipping sector and to benefit from upswings in any one shipping sector experiencing rising charter rates. |
·
|
Optimize Use of Financial Leverage. We will use bank debt to partly fund our vessel acquisitions and increase financial returns for our shareholders. We actively assess the level of debt we incur in light of our ability to repay that debt based on the level of cash flow generated from our balanced chartering strategy and efficient operating cost structure. Our debt repayment schedule as of December 31, 2010 calls for a reduction of more than 30% of our debt by the end of 2012. We expect this will increase our ability to borrow funds to make additional vessel acquisitions in order to grow our fleet and continue pay dividends to our shareholders.
|
·
|
common shares;
|
·
|
preferred shares;
|
·
|
debt securities, which may be guaranteed by one or more of our subsidiaries;
|
·
|
warrants;
|
·
|
purchase contracts; and
|
·
|
units.
|
Period
|
|
Low
|
|
|
High
|
|||
|
|
|
|
|
|
|
|
|
For The Year Ended
|
||||||||
December 31, 2006
|
$
|
6.00
|
$
|
18.93
|
||||
December 31, 2007
|
|
$
|
7.00
|
|
|
$
|
20.79
|
|
December 31, 2008
|
|
$
|
12.00
|
|
|
$
|
16.80
|
|
December 31, 2009
|
|
$
|
3.51
|
|
|
$
|
6.05
|
|
December 31, 2010
|
$
|
3.31
|
$
|
4.50
|
||||
For The Quarter Ended
|
||||||||
March 31, 2009
|
|
$
|
3.51
|
|
|
$
|
5.82
|
|
June 30, 2009
|
|
$
|
3.57
|
|
|
$
|
6.05
|
|
September 30, 2009
|
|
$
|
4.23
|
|
|
$
|
5.30
|
|
December 31, 2009
|
|
$
|
3.82
|
|
|
$
|
5.02
|
|
March 31, 2010
|
|
$
|
3.75
|
|
|
$
|
4.50
|
|
June 30, 2010
|
$
|
3.41
|
$
|
4.17
|
||||
September 30, 2010
|
$
|
3.31
|
$
|
4.09
|
||||
December 31, 2010
|
$
|
3.51
|
$
|
4.15
|
||||
March 31, 2011
|
$
|
3.56
|
$
|
4.83
|
||||
June 30, 2011
|
$
|
4.26
|
$
|
4.85
|
||||
For The Month Ended
|
||||||||
January 2011
|
$
|
3.58
|
$
|
3.92
|
||||
February 2011
|
$
|
3.56
|
$
|
4.03
|
||||
March 2011
|
$
|
3.76
|
$
|
4.83
|
||||
April 2011
|
$
|
4.26
|
$
|
4.85
|
||||
May 2011
|
$
|
4.26
|
$
|
4.73
|
||||
June 2011
|
$
|
4.28
|
$
|
4.66
|
||||
July 2011
|
$
|
4.08
|
$
|
4.40
|
||||
August 2011
|
$
|
3.45
|
$
|
4.06
|
||||
September 1, 2011 to September 23, 2011
|
$
|
2.86
|
$
|
3.75
|
Year Ended December 31, 2006 (1)
|
Year Ended December 31, 2007 (1)
|
Year Ended December 31, 2008 (1)
|
Year Ended December 31, 2009
|
Year Ended December 31, 2010
|
||||||||||||||||
EARNINGS
|
||||||||||||||||||||
Net income / (loss) before loss from equity investee
|
20,710,040 | 36,463,321 | 21,490,910 | (15,627,504 | ) | (6,067,017 | ) | |||||||||||||
Interest Expense
|
3,324,257 | 4,777,524 | 2,845,596 | 1,327,133 | 1,389,647 | |||||||||||||||
Amortization of finance cost
|
74,601 | 72,715 | 85,141 | 110,504 | 108,569 | |||||||||||||||
Total Earnings
|
24,108,898 | 41,313,560 | 24,421,647 | (14,189,867 | ) | (4,568,801 | ) | |||||||||||||
FIXED CHARGES
|
||||||||||||||||||||
Interest Expense
|
3,324,257 | 4,777,524 | 2,845,596 | 1,327,133 | 1,389,647 | |||||||||||||||
Amortization of finance cost
|
74,601 | 72,715 | 85,141 | 110,504 | 108,569 | |||||||||||||||
Total Fixed Charges
|
3,398,858 | 4,850,239 | 2,930,737 | 1,437,637 | 1,498,216 | |||||||||||||||
Preferred dividend requirements
|
- | - | - | - | - | |||||||||||||||
Total Fixed Charges and Preferred Dividends
|
3,398,858 | 4,850,239 | 2,930,737 | 1,437,637 | 1,498,216 | |||||||||||||||
Ratio of Earnings to Fixed Charges (2)
|
7.1 | x | 8.5 | x | 8.3 | x | - | - |
|
(1)
|
As adjusted under direct expense method of drydocking expenses.
|
|
(2)
|
Our earnings were not sufficient to cover our fixed charges in 2009 and 2010 by $15,627,504 and $6,067,017, respectively.
|
Name of Selling Shareholder
|
Common Stock Owned Before Offering(1)
|
Percentage of Class Prior to the Offering
|
Total Common Stock Offered Hereby
|
Common Stock Owned Following the Offering
|
Percentage of Class Following the Offering
|
|||||||||||||||
Friends Investment Company Inc.(2)
|
10,833,009 | 34.85 | % | 10,833,009 | 0 | 0.0 | % | |||||||||||||
Eurobulk Marine Holdings, Inc.(3)
|
416,668 | 1.34 | % | 416,668 | 0 | 0.0 | % | |||||||||||||
Total
|
11,249,677 | 36.19 | % | 11,249,677 | 0 | 0.0 | % |
·
|
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
·
|
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
|
·
|
ordinary brokerage transactions and transactions in which a broker solicits purchasers.
|
·
|
enter into transactions involving short sales of our common shares by broker-dealers;
|
·
|
sell common shares short and deliver the shares to close out short positions;
|
·
|
enter into option or other types of transactions that require us to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or
|
·
|
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
|
·
|
prior to such time, the Board of Directors approved either the Business Combination or the transaction which resulted in the shareholder becoming an Interested Shareholder; or
|
|
·
|
upon consummation of the transaction which resulted in the shareholder becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the voting stock of Euroseas outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
·
|
at or subsequent to such time, the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 51% of the outstanding voting stock that is not owned by the Interested Shareholder; or
|
|
·
|
the shareholder became an Interested Shareholder prior to the consummation of the initial public offering of Euroseas' common stock under the Securities Act.
|
|
These restrictions shall not apply if:
|
|
·
|
A shareholder becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the shareholder ceases to be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between Euroseas and such shareholder, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or
|
|
·
|
The Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of the Board; and (iii) is approved or not opposed by a majority of the members of the Board then in office (but not less than one) who were Directors prior to any person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to succeed such Directors by a majority of such Directors. The proposed transactions referred to in the preceding sentence are limited to:
|
|
·
|
For purposes of these provisions, (1) a "business combination" includes mergers, consolidations, exchanges, asset sales, leases and other transactions resulting in a financial benefit to the Interested Shareholder, and (2) an "Interested Shareholder" is any person or entity that beneficially owns 15% or more of the shares of our outstanding voting stock and any person or entity affiliated with or controlling or controlled by that person or entity, or any affiliate of Euroseas that was the owner of 15% or more of the shares of our outstanding voting stock at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder.
|
·
|
the title of such warrants;
|
·
|
the aggregate number of such warrants;
|
·
|
the price or prices at which such warrants will be issued;
|
·
|
the currency or currencies, in which the price of such warrants will be payable;
|
·
|
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
|
·
|
the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
·
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
·
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
·
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
·
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
·
|
information with respect to book-entry procedures, if any;
|
·
|
if applicable, a discussion of any material United States Federal income tax considerations; and
|
·
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
·
|
the designation, aggregate principal amount and authorized denominations;
|
·
|
the issue price, expressed as a percentage of the aggregate principal amount;
|
·
|
the maturity date;
|
·
|
the interest rate per annum, if any;
|
·
|
if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates;
|
·
|
any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
|
·
|
the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
|
·
|
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
|
·
|
if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
|
·
|
any events of default not set forth in this prospectus;
|
·
|
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States;
|
·
|
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
|
·
|
whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be made;
|
·
|
if denominated in a currency or currencies other than the currency of the United States, the equivalent price in the currency of the United States for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
|
·
|
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
|
·
|
any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
|
·
|
whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
|
·
|
any terms with respect to subordination;
|
·
|
any listing on any securities exchange or quotation system;
|
·
|
additional provisions, if any, related to defeasance and discharge of the offered debt securities; and
|
·
|
the applicability of any guarantees.
|
·
|
the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including the senior debt securities or letters of credit;
|
·
|
all capitalized lease obligations;
|
·
|
all hedging obligations;
|
·
|
all obligations representing the deferred purchase price of property; and
|
·
|
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
|
·
|
subordinated debt securities; and
|
·
|
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
|
·
|
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
|
·
|
the ability to make certain payments, dividends, redemptions or repurchases;
|
·
|
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
·
|
our ability to make investments;
|
·
|
mergers and consolidations by us or our subsidiaries;
|
·
|
sales of assets by us;
|
·
|
our ability to enter into transactions with affiliates;
|
·
|
our ability to incur liens; and
|
·
|
sale and leaseback transactions.
|
·
|
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
·
|
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
|
·
|
reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;
|
·
|
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
·
|
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
·
|
makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or
|
·
|
waives a redemption payment with respect to any security or change any of the provisions with respect to the redemption of any securities,
|
·
|
will be effective against any holder without his consent. Other terms as specified in subsequent filings may be modified without the consent of the holders.
|
·
|
default in any payment of interest when due which continues for 30 days;
|
·
|
default in any payment of principal or premium when due;
|
·
|
default in the deposit of any sinking fund payment when due;
|
·
|
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
·
|
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
·
|
events of bankruptcy, insolvency or reorganization.
|
·
|
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
|
·
|
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
|
·
|
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
|
·
|
debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement;
|
·
|
currencies; or
|
·
|
commodities.
|
·
|
the terms of the units and of the purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
·
|
a description of the terms of any unit agreement governing the units;
|
·
|
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
·
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
|
·
|
we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and
|
|
·
|
substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
|
·
|
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
|
|
·
|
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
|
|
·
|
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;
|
|
·
|
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be "qualified dividend income"; and
|
|
·
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
|
·
|
the gain is effectively connected with the Non-United States Holder's conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or
|
|
·
|
the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
|
|
·
|
fail to provide an accurate taxpayer identification number;
|
|
·
|
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
|
|
·
|
in certain circumstances, fail to comply with applicable certification requirements.
|
SEC registration fee
|
$ | 50,261 | ||
FINRA fee
|
$ | 43,791 | ||
Legal fees and expenses
|
$ | 20,000 | ||
Accounting fees and expenses
|
$ | 30,000 | ||
Indenture trustee fees and expenses
|
$ | * | ||
Rating agency fees
|
$ | * | ||
Transfer Agent fees
|
$ | * | ||
Miscellaneous
|
$ | 5,000 | ||
Total
|
$ | 149,052 | * |
*
|
To be updated, if necessary, by amendment, supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this registration statement.
|
·
|
Our Annual Report on Form 20-F for the year ended December 31, 2010, filed with the Commission on May 27, 2011, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.
|
·
|
Our unaudited condensed consolidated balance sheet of June 30, 2011 and the statements of operations and cash flows for the six months ended June 30, 2011 and 2010, which are contained in our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on September 26, 2011.
|
|
(a)
|
Under Rule 415 of the Securities Act,
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement unless the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 under the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
|
(5) (i) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, to any purchaser;
|
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and
|
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
|
(6)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c) – (d) Not applicable.
|
|
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
|
(f) – (g) Not applicable.
|
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
|
(i)
|
Not applicable.
|
|
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules an regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
|
|
(k) – (l) Not applicable.
|
EUROSEAS LTD. | |||
|
|||
By:
|
/s/ Aristides J. Pittas
|
||
Date: May 4, 2011
|
Name: |
Aristides J. Pittas
|
|
Title: |
President and Chief Executive Officer
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides J. Pittas
|
Chairman of the Board of Directors,
|
September 26, 2011
|
||
Aristides J. Pittas
|
President, Chief Executive Officer
|
|||
(Principal Executive Officer) |
/s/ Dr. Anastasios Aslidis
|
Chief Financial Officer, Treasurer and Director
|
September 26, 2011
|
||
Dr. Anastasios Aslidis
|
(Principal Financial and Accounting Officer)
|
/s/ Aristides P. Pittas
|
Vice Chairman and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
|||
/s/ George Skarvelis
|
Director
|
September 26, 2011 | ||
George Skarvelis | ||||
/s/ Gerald Turner
|
Director | September 26, 2011 | ||
Gerald Turner | ||||
/s/ Panagiotis Kyriakopoulos | Director | September 26, 2011 | ||
Panagiotis Kyriakopoulos
|
||||
/s/ George Taniskidis
|
Director | September 26, 2011 | ||
George Taniskidis
|
|
|||
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Anastasios Aslidis
|
|||
Authorized Repreesntative in the United States
|
|||
AGGELIKI SHIPPING LTD
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
|||
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
|||
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
ALLENDALE INVESTMENTS S.A.
|
|||
By:
|
/s/ Rodrigo Vives
|
||
Name:
|
Rodrigo Vives
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Rodrigo Vives
|
President and Director
|
September 26, 2011
|
||
Rodrigo Vives
|
|
/s/ Marco Saavedra Catala
|
Treasurer and Director
|
September 26, 2011
|
||
Marco Saavedra Catala
|
|
/s/ Alida Vives Ditrani
|
Vice President, Secretary and Director
|
September 26, 2011
|
||
Alida Vives Ditrani
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
ALTERWALL BUSINESS INC.
|
|||
By:
|
/s/ Vernon Emmanuel Salazar Zurita
|
||
Name:
|
Vernon Emmanuel Salazar Zurita
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Vernon Emmanuel Salazar Zurita
|
President and Director
|
September 26, 2011
|
||
Vernon Emmanuel Salazar Zurita
|
|
/s/ Lilia Judith Tovar de Leon
|
Vice President, Secretary, Assistant Treasurer and Director
|
September 26, 2011
|
||
Lilia Judith Tovar de Leon
|
|
/s/ Delio Jose de Leon Mela
|
Vice President, Secretary, Assistant Treasurer and Director
|
September 26, 2011
|
||
Delio Jose de Leon Mela
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
DIANA TRADING LTD.
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
ELENI SHIPPING LIMITED
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
EMMENTALY BUSINESS INC.
|
|||
By:
|
/s/ Vernon Emmanuel Salazar Zurita
|
||
Name:
|
Vernon Emmanuel Salazar Zurita
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Vernon Emmanuel Salazar Zurita
|
President and Director
|
September 26, 2011
|
||
Vernon Emmanuel Salazar Zurita
|
|
/s/ Lilia Judith Tovar de Leon
|
Secretary and Director
|
September 26, 2011
|
||
Lilia Judith Tovar de Leon
|
|
/s/ Delio Jose de Leon Mela
|
Treasurer and Director
|
September 26, 2011
|
||
Delio Jose de Leon Mela
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
ETERNITY SHIPPING COMPANY
|
|||
By:
|
/s/ Pantelis A. Pittas
|
||
Name:
|
Pantelis A. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Pantelis A. Pittas
|
President and Director
|
September 26, 2011
|
||
Pantelis A. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
MANOLIS SHIPPING LIMITED
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
NOUMEA SHIPPING LTD.
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
PANTELIS SHIPPING LIMITED
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
PILORY ASSOCIATES CORP.
|
|||
By:
|
/s/ Vernon Emmanuel Salazar Zurita
|
||
Name:
|
Vernon Emmanuel Salazar Zurita
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Vernon Emmanuel Salazar Zurita
|
President and Director
|
September 26, 2011
|
||
Vernon Emmanuel Salazar Zurita
|
|
/s/ Lilia Judith Tovar de Leon
|
Secretary and Director
|
September 26, 2011
|
||
Lilia Judith Tovar de Leon
|
|
/s/ Delio Jose de Leon Mela
|
Treasurer and Director
|
September 26, 2011
|
||
Delio Jose de Leon Mela
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
PROSPERO MARITIME INC.
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
SAF-CONCORD SHIPPING LTD
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
TIGER NAVIGATION CORP.
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
XENIA INTERNATIONAL CORP.
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
XINGANG SHIPPING LTD
|
|||
By:
|
/s/ Aristides P. Pittas
|
||
Name:
|
Aristides P. Pittas
|
||
Title:
|
President
|
||
Signature
|
Title
|
Date
|
||
/s/ Aristides P. Pittas
|
President and Director
|
September 26, 2011
|
||
Aristides P. Pittas
|
|
/s/ Marcos Vassilikos
|
Vice President and Director
|
September 26, 2011
|
||
Marcos Vassilikos
|
|
/s/ Stefania Karmiri
|
Secretary and Director
|
September 26, 2011
|
||
Stefania Karmiri
|
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
Exhibits
|
Description of Exhibits
|
1.1
|
Form of Underwriting Agreement (for equity securities)*
|
1.2
|
Form of Underwriting Agreement (for debt securities)*
|
3.1
|
Amended and Restated Articles of Incorporation of Euroseas Ltd. (1)
|
3.2
|
Bylaws of Euroseas Ltd. (2)
|
3.3
|
Amendment to Bylaws (2)
|
4.1
|
Specimen common share certificate (3)
|
4.2
|
Specimen preferred share certificate *
|
4.3
|
Form of warrant agreement *
|
4.4
|
Form of purchase contract *
|
4.5
|
Form of unit agreement *
|
4.6
|
Form of senior debt security indenture
|
4.7
|
Form of subordinated debt security indenture
|
5.1
|
Opinion of Seward & Kissel LLP, United States and Marshall Islands counsel to Euroseas Ltd., as to the validity of the common shares, preferred shares, debt securities, warrants, purchase contracts and units
|
8.1
|
Opinion of Seward & Kissel LLP, as to certain tax matters
|
11.1
|
Computation of ratio of earnings to fixed charges (included herein under the heading "Ratio of Earnings to Fixed Charges")
|
23.1
|
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
|
23.2
|
Consent of Deloitte. Hadjipavlou, Sofianos & Cambanis S.A.
|
24.1
|
Power of Attorney (contained on signature page)
|
25.1
|
Form of T-1 Statement of Eligibility *
|
*
|
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
|
(1)
|
Incorporated herein by reference to Exhibit 1.1 to the Company's Annual Report on Form 20-F filed with the Commission on May 27, 2011.
|
(2)
|
Incorporated herein by reference to Exhibit 1.2 to the Company's Annual Report on Form 20-F filed with the Commission on May 28, 2010.
|
(3)
|
Incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement (File No. 333-152089) filed with the Commission on July 2, 2008.
|
1
|
||
SECTION 1.01.
|
Definitions.
|
1
|
SECTION 1.02.
|
Other Definitions.
|
5
|
SECTION 1.03.
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04.
|
Rules of Construction.
|
6
|
ARTICLE II THE SECURITIES
|
6
|
|
SECTION 2.01.
|
Issuable in Series.
|
6
|
SECTION 2.02.
|
Establishment of Terms of Series of Securities.
|
7
|
SECTION 2.03.
|
Execution and Authentication.
|
9
|
SECTION 2.04.
|
Registrar and Paying Agent.
|
10
|
SECTION 2.05.
|
Paying Agent to Hold Money in Trust.
|
10
|
SECTION 2.06.
|
Securityholder Lists.
|
11
|
SECTION 2.07.
|
Transfer and Exchange.
|
11
|
SECTION 2.08.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
SECTION 2.09.
|
Outstanding Securities.
|
12
|
SECTION 2.10.
|
Treasury Securities.
|
13
|
SECTION 2.11.
|
Temporary Securities.
|
13
|
SECTION 2.12.
|
Cancellation.
|
13
|
SECTION 2.13.
|
Defaulted Interest.
|
14
|
SECTION 2.14.
|
Global Securities.
|
14
|
SECTION 2.15.
|
CUSIP Numbers.
|
16
|
ARTICLE III REDEMPTION
|
16
|
|
SECTION 3.01.
|
Notice to Trustee.
|
16
|
SECTION 3.02.
|
Selection of Securities to be Redeemed.
|
16
|
SECTION 3.03.
|
Notice of Redemption.
|
17
|
SECTION 3.04.
|
Effect of Notice of Redemption.
|
17
|
SECTION 3.05.
|
Deposit of Redemption Price.
|
18
|
SECTION 3.06.
|
Securities Redeemed in Part.
|
18
|
ARTICLE IV COVENANTS
|
18
|
|
SECTION 4.01.
|
Payment of Principal and Interest.
|
18
|
SECTION 4.02.
|
SEC Reports.
|
18
|
SECTION 4.03.
|
Compliance Certificate.
|
19
|
SECTION 4.04.
|
Stay, Extension and Usury Laws.
|
20
|
SECTION 4.05.
|
Corporate Existence.
|
20
|
SECTION 4.06.
|
Taxes.
|
20
|
SECTION 4.07.
|
Additional Interest Notice.
|
20
|
SECTION 4.08.
|
Further Instruments and Acts.
|
20
|
ARTICLE V SUCCESSORS
|
21
|
|
SECTION 5.01.
|
When Company May Merge, Etc.
|
21
|
SECTION 5.02.
|
Successor Corporation Substituted.
|
21
|
ARTICLE VI DEFAULTS AND REMEDIES
|
21
|
|
SECTION 6.01.
|
Events of Default.
|
21
|
SECTION 6.02.
|
Acceleration of Maturity; Rescission and Annulment.
|
23
|
SECTION 6.03.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
25
|
SECTION 6.04.
|
Trustee May File Proofs of Claim.
|
25
|
SECTION 6.05.
|
Trustee May Enforce Claims Without Possession of Securities.
|
26
|
SECTION 6.06.
|
Application of Money Collected.
|
26
|
SECTION 6.07.
|
Limitation on Suits.
|
26
|
SECTION 6.08.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
27
|
SECTION 6.09.
|
Restoration of Rights and Remedies.
|
27
|
SECTION 6.10.
|
Rights and Remedies Cumulative.
|
27
|
SECTION 6.11.
|
Delay or Omission Not Waiver.
|
27
|
SECTION 6.12.
|
Control by Holders.
|
28
|
SECTION 6.13.
|
Waiver of Past Defaults.
|
28
|
SECTION 6.14.
|
Undertaking for Costs.
|
28
|
ARTICLE VII TRUSTEE
|
29
|
|
SECTION 7.01.
|
Duties of Trustee.
|
29
|
SECTION 7.02.
|
Rights of Trustee.
|
30
|
SECTION 7.03.
|
Individual Rights of Trustee.
|
31
|
SECTION 7.04.
|
Trustee’s Disclaimer.
|
31
|
SECTION 7.05.
|
Notice of Defaults.
|
31
|
SECTION 7.06.
|
Reports by Trustee to Holders.
|
31
|
SECTION 7.07.
|
Compensation and Indemnity.
|
32
|
SECTION 7.08.
|
Replacement of Trustee.
|
32
|
SECTION 7.09.
|
Successor Trustee by Merger, etc.
|
33
|
SECTION 7.10.
|
Eligibility; Disqualification.
|
33
|
SECTION 7.11.
|
Preferential Collection of Claims Against Company.
|
34
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
34
|
|
SECTION 8.01.
|
Satisfaction and Discharge of Indenture.
|
34
|
SECTION 8.02.
|
Application of Trust Funds; Indemnification.
|
35
|
SECTION 8.03.
|
Legal Defeasance of Securities of any Series.
|
36
|
SECTION 8.04.
|
Covenant Defeasance.
|
37
|
SECTION 8.05.
|
Repayment to Company.
|
38
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
38
|
|
SECTION 9.01.
|
Without Consent of Holders.
|
38
|
SECTION 9.02.
|
With Consent of Holders.
|
39
|
SECTION 9.03.
|
Limitations.
|
40
|
SECTION 9.04.
|
Compliance with Trust Indenture Act.
|
40
|
SECTION 9.05.
|
Revocation and Effect of Consents.
|
41
|
SECTION 9.06.
|
Notation on or Exchange of Securities.
|
41
|
SECTION 9.07.
|
Trustee Protected.
|
41
|
SECTION 9.08.
|
Effect of Supplemental Indenture.
|
41
|
ARTICLE X MISCELLANEOUS
|
42
|
|
SECTION 10.01.
|
Trust Indenture Act Controls.
|
42
|
SECTION 10.02.
|
Notices.
|
42
|
SECTION 10.03.
|
Communication by Holders with Other Holders.
|
43
|
SECTION 10.04.
|
Certificate and Opinion as to Conditions Precedent.
|
43
|
SECTION 10.05.
|
Statements Required in Certificate or Opinion.
|
43
|
SECTION 10.06.
|
Record Date for Vote or Consent of Holders.
|
44
|
SECTION 10.07.
|
Rules by Trustee and Agents.
|
44
|
SECTION 10.08.
|
Legal Holidays.
|
44
|
SECTION 10.09.
|
No Recourse Against Others.
|
44
|
SECTION 10.10.
|
Counterparts.
|
44
|
SECTION 10.11.
|
Governing Laws and Submission to Jurisdiction.
|
45
|
SECTION 10.12.
|
No Adverse Interpretation of Other Agreements.
|
45
|
SECTION 10.13.
|
Successors.
|
45
|
SECTION 10.14.
|
Severability.
|
45
|
SECTION 10.15.
|
Table of Contents, Headings, Etc.
|
45
|
SECTION 10.16.
|
Securities in a Foreign Currency or in ECU.
|
46
|
SECTION 10.17.
|
Judgment Currency.
|
46
|
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
47
|
ARTICLE XI SINKING FUNDS
|
47
|
|
SECTION 11.01.
|
Applicability of Article.
|
47
|
SECTION 11.02.
|
Satisfaction of Sinking Fund Payments with Securities.
|
48
|
SECTION 11.03.
|
Redemption of Securities for Sinking Fund.
|
48
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
“Applicable Law”
|
10.18
|
“Event of Default”
|
6.01
|
“Instrument”
|
6.01
|
“Journal”
|
10.16
|
“Judgment Currency”
|
10.17
|
“Legal Holiday”
|
10.08
|
“mandatory sinking fund payment”
|
11.01
|
“Market Exchange Rate”
|
10.16
|
“New York Banking Day”
|
10.17
|
“optional sinking fund payment”
|
11.01
|
“Paying Agent”
|
2.04
|
“Registrar”
|
2.04
|
“Required Currency”
|
10.17
|
“successor person”
|
5.01
|
“Temporary Securities”
|
2.11
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
|
SECTION 1.01.
|
Definitions.
|
1
|
SECTION 1.02.
|
Other Definitions.
|
5
|
SECTION 1.03.
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04.
|
Rules of Construction.
|
6
|
ARTICLE II THE SECURITIES
|
6
|
|
SECTION 2.01.
|
Issuable in Series.
|
6
|
SECTION 2.02.
|
Establishment of Terms of Series of Securities.
|
7
|
SECTION 2.03.
|
Execution and Authentication.
|
9
|
SECTION 2.04.
|
Registrar and Paying Agent.
|
10
|
SECTION 2.05.
|
Paying Agent to Hold Money in Trust.
|
10
|
SECTION 2.06.
|
Securityholder Lists.
|
11
|
SECTION 2.07.
|
Transfer and Exchange.
|
11
|
SECTION 2.08.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
SECTION 2.09.
|
Outstanding Securities.
|
12
|
SECTION 2.10.
|
Treasury Securities.
|
13
|
SECTION 2.11.
|
Temporary Securities.
|
13
|
SECTION 2.12.
|
Cancellation.
|
13
|
SECTION 2.13.
|
Defaulted Interest.
|
14
|
SECTION 2.14.
|
Global Securities.
|
14
|
SECTION 2.15.
|
CUSIP Numbers.
|
16
|
ARTICLE III REDEMPTION
|
16
|
|
SECTION 3.01.
|
Notice to Trustee.
|
16
|
SECTION 3.02.
|
Selection of Securities to be Redeemed.
|
16
|
SECTION 3.03.
|
Notice of Redemption.
|
17
|
SECTION 3.04.
|
Effect of Notice of Redemption.
|
17
|
SECTION 3.05.
|
Deposit of Redemption Price.
|
18
|
SECTION 3.06.
|
Securities Redeemed in Part.
|
18
|
ARTICLE IV COVENANTS
|
18
|
|
SECTION 4.01.
|
Payment of Principal and Interest.
|
18
|
SECTION 4.02.
|
SEC Reports.
|
18
|
SECTION 4.03.
|
Compliance Certificate.
|
19
|
SECTION 4.04.
|
Stay, Extension and Usury Laws.
|
20
|
SECTION 4.05.
|
Corporate Existence.
|
20
|
SECTION 4.06.
|
Taxes.
|
20
|
SECTION 4.07.
|
Additional Interest Notice.
|
20
|
SECTION 4.08.
|
Further Instruments and Acts.
|
20
|
ARTICLE V SUCCESSORS
|
21
|
|
SECTION 5.01.
|
When Company May Merge, Etc.
|
21
|
SECTION 5.02.
|
Successor Corporation Substituted.
|
21
|
ARTICLE VI DEFAULTS AND REMEDIES
|
21
|
|
SECTION 6.01.
|
Events of Default.
|
21
|
SECTION 6.02.
|
Acceleration of Maturity; Rescission and Annulment.
|
23
|
SECTION 6.03.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
25
|
SECTION 6.04.
|
Trustee May File Proofs of Claim.
|
25
|
SECTION 6.05.
|
Trustee May Enforce Claims Without Possession of Securities.
|
26
|
SECTION 6.06.
|
Application of Money Collected.
|
26
|
SECTION 6.07.
|
Limitation on Suits.
|
26
|
SECTION 6.08.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
27
|
SECTION 6.09.
|
Restoration of Rights and Remedies.
|
27
|
SECTION 6.10.
|
Rights and Remedies Cumulative.
|
27
|
SECTION 6.11.
|
Delay or Omission Not Waiver.
|
27
|
SECTION 6.12.
|
Control by Holders.
|
28
|
SECTION 6.13.
|
Waiver of Past Defaults.
|
28
|
SECTION 6.14.
|
Undertaking for Costs.
|
28
|
ARTICLE VII TRUSTEE
|
29
|
|
SECTION 7.01.
|
Duties of Trustee.
|
29
|
SECTION 7.02.
|
Rights of Trustee.
|
30
|
SECTION 7.03.
|
Individual Rights of Trustee.
|
31
|
SECTION 7.04.
|
Trustee's Disclaimer.
|
31
|
SECTION 7.05.
|
Notice of Defaults.
|
31
|
SECTION 7.06.
|
Reports by Trustee to Holders.
|
31
|
SECTION 7.07.
|
Compensation and Indemnity.
|
32
|
SECTION 7.08.
|
Replacement of Trustee.
|
32
|
SECTION 7.09.
|
Successor Trustee by Merger, etc.
|
33
|
SECTION 7.10.
|
Eligibility; Disqualification.
|
33
|
SECTION 7.11.
|
Preferential Collection of Claims Against Company.
|
34
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
34
|
|
SECTION 8.01.
|
Satisfaction and Discharge of Indenture.
|
34
|
SECTION 8.02.
|
Application of Trust Funds; Indemnification.
|
35
|
SECTION 8.03.
|
Legal Defeasance of Securities of any Series.
|
36
|
SECTION 8.04.
|
Covenant Defeasance.
|
37
|
SECTION 8.05.
|
Repayment to Company.
|
38
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
38
|
|
SECTION 9.01.
|
Without Consent of Holders.
|
38
|
SECTION 9.02.
|
With Consent of Holders.
|
39
|
SECTION 9.03.
|
Limitations.
|
40
|
SECTION 9.04.
|
Compliance with Trust Indenture Act.
|
40
|
SECTION 9.05.
|
Revocation and Effect of Consents.
|
41
|
SECTION 9.06.
|
Notation on or Exchange of Securities.
|
41
|
SECTION 9.07.
|
Trustee Protected.
|
41
|
SECTION 9.08.
|
Effect of Supplemental Indenture.
|
41
|
ARTICLE X MISCELLANEOUS
|
42
|
|
SECTION 10.01.
|
Trust Indenture Act Controls.
|
42
|
SECTION 10.02.
|
Notices.
|
42
|
SECTION 10.03.
|
Communication by Holders with Other Holders.
|
43
|
SECTION 10.04.
|
Certificate and Opinion as to Conditions Precedent.
|
43
|
SECTION 10.05.
|
Statements Required in Certificate or Opinion.
|
43
|
SECTION 10.06.
|
Record Date for Vote or Consent of Holders.
|
44
|
SECTION 10.07.
|
Rules by Trustee and Agents.
|
44
|
SECTION 10.08.
|
Legal Holidays.
|
44
|
SECTION 10.09.
|
No Recourse Against Others.
|
44
|
SECTION 10.10.
|
Counterparts.
|
44
|
SECTION 10.11.
|
Governing Laws and Submission to Jurisdiction.
|
45
|
SECTION 10.12.
|
No Adverse Interpretation of Other Agreements.
|
45
|
SECTION 10.13.
|
Successors.
|
45
|
SECTION 10.14.
|
Severability.
|
45
|
SECTION 10.15.
|
Table of Contents, Headings, Etc.
|
45
|
SECTION 10.16.
|
Securities in a Foreign Currency or in ECU.
|
46
|
SECTION 10.17.
|
Judgment Currency.
|
46
|
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
47
|
ARTICLE XI SINKING FUNDS
|
47
|
|
SECTION 11.01.
|
Applicability of Article.
|
47
|
SECTION 11.02.
|
Satisfaction of Sinking Fund Payments with Securities.
|
48
|
SECTION 11.03.
|
Redemption of Securities for Sinking Fund.
|
48
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
|||
"Applicable Law"
|
10.18 | |||
"Event of Default"
|
6.01 | |||
"Instrument"
|
6.01 | |||
"Journal"
|
10.16 | |||
"Judgment Currency"
|
10.17 | |||
"Legal Holiday"
|
10.08 | |||
"mandatory sinking fund payment"
|
11.01 | |||
"Market Exchange Rate"
|
10.16 | |||
"New York Banking Day"
|
10.17 | |||
"optional sinking fund payment"
|
11.01 | |||
"Paying Agent"
|
2.04 | |||
"Registrar"
|
2.04 | |||
"Required Currency"
|
10.17 | |||
"successor person"
|
5.01 | |||
"Temporary Securities"
|
2.11 |
|
the Registrar is acting as custodian for the Depository or its nominee with respect to such Global Security, the principal amount thereof shall be reduced by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depository or an authorized representative thereof.
|
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|
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SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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LAWRENCE RUTKOWSKI
Partner
(212) 574-1206
rutkowski@sewkis.com
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TELEPHONE: (212) 574-1200
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WWW.SEWKIS.COM
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Very truly yours,
SEWARD & KISSEL LLP
By: /s/ Lawrence Rutkowski
Lawrence Rutkowski
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