FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Republic of The Marshall Islands
(State or other jurisdiction of
incorporation or organization)
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N/A
(I.R.S. Employer
Identification No.)
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Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Str. Maroussi 15124, Athens, Greece
011-30-210-617-8400 (telephone number)
(Address and telephone number of
Registrant's principal executive offices)
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Seward & Kissel LLP
Attention: Robert E. Lustrin, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1223
(Name, address and telephone
number of agent for service)
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Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1223 (telephone number)
(212) 480-8421 (facsimile number)
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Title of Each Class of
Securities to be Registered
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Amount to
be Registered (1)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Primary Offering
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Common Shares, par value $0.01 per share
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Preferred Shares, par value $0.01 per share
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Debt Securities (6)
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Guarantees (7)
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Warrants (8)
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Purchase Contracts (9)
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Rights (10) | |||||||||
Units (11)
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Primary Offering Total
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$ | 250,000,000 | (1)(2) | $ | 28,650 | (4) | |||
Secondary Offering
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|||||||||
Common Shares, par value $0.01 per share, to be offered by the selling shareholders
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10,116,564
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$ | 8,902,576 | (5) | $ | 1,100 | (5) | ||
TOTAL
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10,116,654
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$ | 258,902,576 | $ | 22,500 | (3) |
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1.
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Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $250,000,000. Also includes such indeterminate amount of debt securities and common shares and preferred stock as may be issued upon conversion or exchange for any other debt securities or preferred stock that provide for conversion or exchange into other securities.
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2.
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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 Star Bulk Carriers Corp. pursuant to this registration statement exceed $250,000,000.
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3.
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As discussed below, pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes unsold securities that had been previously registered and for which the registration fee had previously been paid. Accordingly, the amount of the registration fee to be paid is reduced by $7,410 the amount of the registration fee applied to such unsold securities.
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4.
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933.
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5.
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant's common shares as reported on the Nasdaq Global Select Market on April 9, 2012.
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6.
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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 $250,000,000.
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7.
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The debt securities may be guaranteed pursuant to guarantees by the subsidiaries of Star Bulk Carriers Corp. No separate compensation will be received for the guarantees. Pursuant to Rule 457(n), no separate fees for the guarantees are payable.
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8.
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There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $250,000,000.
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9.
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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 an aggregate offering price of $250,000,000.
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10.
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There is being registered hereunder an indeterminate number of rights as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $250,000,000.
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11.
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There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $250,000,000. Units may consist of any combination of the securities offered by Star Bulk Carriers Corp. registered hereunder.
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Exact Name of Registrant as
Specified in its Charter
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Country of Formation
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IRS Employer I.D. No.
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Primary Standard Industrial Classification
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Star Bulk Management Inc.
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Marshall Islands
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N/A | 4412 | ||||||
Star Alpha LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Beta LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Gamma LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Delta LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Epsilon LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Zeta LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Theta LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Kappa LLC
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Marshall Islands
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N/A | 4412 | ||||||
Lamda LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Omicron LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Cosmo LLC
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Marshall Islands
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N/A | 4412 | ||||||
Star Ypsilon LLC
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Marshall Islands
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N/A | 4412 |
PROSPECTUS SUMMARY
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1
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RISK FACTORS
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6
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
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7
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RATIO OF EARNINGS TO FIXED CHARGES
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8
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USE OF PROCEEDS
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9
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PER SHARE MARKET PRICE INFORMATION
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10
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CAPITALIZATION
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11
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DILUTION
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12
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ENFORCEABILITY OF CIVIL LIABILITIES
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13
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PLAN OF DISTRIBUTION
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14
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SELLING SHAREHOLDER
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16
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DESCRIPTION OF CAPITAL STOCK
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17
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DESCRIPTION OF DEBT SECURITIES
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26
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DESCRIPTION OF WARRANTS
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35
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DESCRIPTION OF PURCHASE CONTRACTS
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36
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DESCRIPTION OF RIGHTS | 37 |
DESCRIPTION OF UNITS
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38
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EXPENSES
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39
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LEGAL MATTERS
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40
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EXPERTS
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40
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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40
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SIGNATURES
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49
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EXHIBIT INDEX
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77
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Vessel Name
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Vessel
Type
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Size
(dwt.)
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Year
Built
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Daily Gross
Hire Rate
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Type/
Month of Contract Expiry
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Star Aurora
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Capesize
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171,199 | 2000 | $ | 27,500 |
Time charter/ July 2013
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Star Big
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Capesize
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168,404 | 1996 | $ | 25,000 |
Time charter/ November 2015
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Star Borealis
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Capesize
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179,678 | 2011 | $ | 24,750 |
Time charter/ July 2021
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Star Mega
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Capesize
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170,631 | 1994 | $ | 24,500 |
Time charter/ August 2014
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Star Polaris (1)
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Capesize
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179,546 | 2011 | $ | 16,500 |
Time charter/ October 2013
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Vessel Name
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Vessel
Type
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Size
(dwt.)
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Year
Built
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Daily Gross
Hire Rate
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Type/
Month of Contract Expiry
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Star Sigma
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Capesize
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184,403 | 1991 | $ | N/A |
(4)
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Star Cosmo (2)
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Supramax
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52,247 | 2005 | $ | 11,750 |
Time charter/ July 2012
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Star Delta (2)
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Supramax
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52,434 | 2000 | $ | 11,000 |
Time charter / April, 2012
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Star Epsilon (2)
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Supramax
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52,402 | 2001 | $ | 12,000 |
Time charter / August, 2012
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Star Gamma (3)
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Supramax
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53,098 | 2002 | $ | 14,050 |
Time charter/ July 2013
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Star Kappa
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Supramax
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52,055 | 2001 | $ | 12,500 |
Time charter/ October 2012
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Star Omicron (2)
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Supramax
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53,489 | 2005 | $ | 15,000 |
Time charter/ April 2012
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Star Theta
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Supramax
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52,425 | 2003 | $ | 14,100 |
Time charter/ September 2012
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Star Zeta (2)
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Supramax
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52,994 | 2003 | $ | 11,000 |
Time charter/ April 2012
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1.
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Our charterer has an option to extend this time charter for one year at a gross daily rate of $19,000.
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2.
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For the purposes of this prospectus, we consider these vessels to be employed in the spot market as a result of the short expiry of their current charters.
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3.
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Our charterer has an option to extend this time charter for one year at a gross daily rate of $15,500.
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4.
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We are actively seeking employment for the Star Sigma.
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common shares;
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preferred shares;
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debt securities, which may be guaranteed by one or more of our subsidiaries;
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warrants;
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purchase contracts;
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rights; and
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units.
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our existing shareholders' proportionate ownership interest in us will decrease;
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the amount of cash available for dividends payable on our common shares may decrease;
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the relative voting strength of each previously outstanding common share may be diminished; and
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the market price of our common shares may decline.
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(dollars in thousands)
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Year Ended December 31,
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2011
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2010
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2009
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2008
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2007
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Earnings:
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Income (loss) before income taxes
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$ | (69,559 | ) | $ | (5,131 | ) | $ | (58,415 | ) | $ | 133,738 | $ | 3,420 | |||||||
Plus:
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Fixed charges
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7,236 | 6,291 | 9,567 | 9,889 | - | |||||||||||||||
Amortization of capitalized interest
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22 | - | - | - | - | |||||||||||||||
Less:
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Interest capitalized
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(1,901 | ) | (644 | ) | - | - | - | |||||||||||||
Total Earnings
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$ | (64,202 | ) | $ | 516 | $ | (48,848 | ) | $ | 143,627 | $ | 3,420 | ||||||||
Fixed Charges:
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Interest expensed and capitalized, including amortization and write-off of capitalized expenses relating to indebtedness
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$ | 7,236 | $ | 6,291 | $ | 9,567 | $ | 9,889 | $ | - | ||||||||||
Total Fixed Charges
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$ | 7,236 | $ | 6,291 | $ | 9,567 | $ | 9,889 | $ | - | ||||||||||
Ratio of Earnings to Fixed Charges(2).
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- | 0.08 | x | - | 14.52 | x | N/A |
High
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Low
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|||||||
April 2012 (through April 9, 2012)
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0.93
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0.86
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March 2012
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1.04
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0.88
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·
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on an Actual basis; and
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·
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and on As adjusted basis, as of April 10, 2012 to give effect to:
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--
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repayment of $2.8 million of debt under our $120.0 million loan agreement with Commerzbank AG;
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--
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repayment of $1.0 million of debt under our $26.0 million loan agreement with Commerzbank AG;
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--
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repayment of $1.0 million of debt under our $70.0 million loan agreement with Credit Agricole Corporate and Investment Bank;
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--
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repayment of $1.4 million of debt under our $31.0 million loan agreement with ABN AMRO BANK N.V.;
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--
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repayment of $11.9 million of debt under our $64.5 million loan agreement with HSH NORDBANK AG;
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--
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the issuance in April 2012 of 80,000 shares, which vested in August 2011, to our former Chief Financial Officer upon his resignation from our board of directors on August 31, 2011 pursuant to the terms of his severance agreement with us;
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--
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the repurchase of 319,413 shares at an average price of $0.98 per share, pursuant to the terms of our existing share repurchase plan;
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--
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the payment of a cash dividend of $0.015 per common share, or 1.2 million, for the three months ended December 31, 2011, which was paid on March 6, 2012 to shareholders of record as of February 28, 2012.
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(dollars in thousands except per share and share data)
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As of December 31, 2011
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Actual
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As adjusted
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Capitalization:
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||||||||
Total debt (including current portion) (1)
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266,140 | 248,198 | ||||||
Preferred shares, $0.01 par value; 25,000,000 shares authorized, none issued, "Actual" and "As adjusted".
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- | - | ||||||
Common shares, $0.01 par value; 300,000,000 shares authorized 80,358,360 shares issued and outstanding "Actual", 80,438,360 shares issued and 80,118,947 shares outstanding "As adjusted" (2)
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804 | 805 | ||||||
Additional Paid in capital (3)
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519,511 | 519,196 | ||||||
Accumulated deficit
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(86,102 | ) | (87,303 | ) | ||||
Total stockholders' equity
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434,213 | 432,698 | ||||||
Total capitalization
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700,353 | 680,896 |
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·
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a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
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·
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
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·
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ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
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·
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trading plans entered into by the selling shareholder pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans.
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enter into transactions involving short sales of our common shares by broker-dealers;
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·
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sell common shares short and deliver the shares to close out short positions;
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·
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enter into option or other types of transactions that require us or the selling shareholder to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or
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·
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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.
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Selling Shareholder (1)
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Common Shares Owned Prior to the Offering
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Percentage of Class Prior to the Offering (2)
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Total Common Shares Offered Hereby
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Percentage of the Class Following the Offering
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Petros Pappas
(Chairman of the Board of Directors)
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8,122,094 | 10.1 | % | 8,122,094 | 0 | % | ||||||||||
Koert Erhardt
(Director)
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393,471 | * | 393,471 | 0 | % | |||||||||||
Prokopios (Akis) Tsirigakis
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1,600,999 | 2.0 | % | 1,600,999 | 0 | % |
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·
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On December 3, 2007, 90,000 restricted non-vested common shares to Prokopios (Akis) Tsirigakis, our former President and Chief Executive Officer, subject to applicable vesting of 30,000 common shares on each of July 1, 2008, 2009 and 2010;
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·
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On December 3, 2007, 75,000 restricted non-vested common shares to George Syllantavos, our former Chief Financial Officer, subject to applicable vesting of 25,000 common shares on each of July 1, 2008, 2009 and 2010;
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·
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On March 31, 2008, 150,000 restricted non-vested common shares to Peter Espig, our Director, subject to applicable vesting of 75,000 common shares on each of April 1, 2008 and 2009;
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·
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On December 5, 2008, an aggregate of 130,000 restricted non-vested common shares to all of our employees and an aggregate of 940,000 non-vested restricted common shares to the members of our board of directors. All of these shares vested on January 31, 2009;
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·
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On February 4, 2010, an aggregate of 115,600 restricted non-vested common shares to all of our employees subject to applicable vesting of 69,360 common shares on June 30, 2010 and 46,240 common shares on June 30, 2011;
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·
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On February 24, 2010, an aggregate of 980,000 restricted non-vested common shares to the members of our board of directors subject to applicable vesting of 490,000 common shares on each of June 30 and September 30, 2010;
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·
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On October 20, 2010, an aggregate of 1,070,000 restricted non-vested common shares to the members of our board of directors and 140,000 restricted non-vested common shares to all of our employees. All of these shares vested on December 31, 2010;
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·
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On May 18, 2011, an aggregate of 248,000 restricted non-vested common shares to Mr. George Syllantavos, our former Chief Financial Officer pursuant to an agreement dated May 12, 2011 covering the terms of his severance. All of these shares vested on August 31, 2011; and
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·
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On April 6, 2012, we issued 80,000 restricted common shares, which vested on August 31, 2011, to Mr. George Syllantavos upon his resignation from our board of directors on August 31, 2011.
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·
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the designation of the series;
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·
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the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and
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·
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the voting rights, if any, of the holders of the series.
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prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, our board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;
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·
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upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation 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;
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·
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at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, 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 70% of the outstanding voting stock that is not owned by the interested shareholder; or
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·
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the shareholder became an interested shareholder prior to the consummation of the initial public offering of shares of our common stock under the Securities Act.
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the board of directors shall be divided into three classes;
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directors may only be removed for cause and by an affirmative vote of the holders of 70% or more of the outstanding shares of our capital stock entitled to vote generally in the election of directors;
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the directors are authorized to make, alter, amend, change or repeal our bylaws by vote not less than 66 2/3% of the entire board of directors;
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the shareholders are authorized to alter, amend or repeal our bylaws by an affirmative vote of 70% or more of the outstanding shares of our capital stock entitled to vote generally in the election of directors;
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·
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the Company may not engage in any business combination with any interested shareholder for a period of three years following the transaction in which the person became an interested shareholder; and
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·
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the Company shall indemnify directors and officers to the full extent permitted by law, and the company shall advance certain expenses (including attorneys' fees and disbursements and court costs) to the directors and officers. For purposes of these provisions, an "interested shareholder" is generally any person or entity that owns 20% or more of the shares of our outstanding voting stock or any person or entity affiliated with or controlling or controlled by that person or entity.
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·
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the designation, aggregate principal amount and authorized denominations;
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·
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the issue price, expressed as a percentage of the aggregate principal amount;
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·
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the maturity date;
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·
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the interest rate per annum, if any;
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·
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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;
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·
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any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
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·
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the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
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·
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
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·
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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;
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·
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any events of default not set forth in this prospectus;
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·
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the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
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·
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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;
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·
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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;
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·
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if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
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·
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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;
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·
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any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
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·
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whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
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·
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any terms with respect to subordination;
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any listing on any securities exchange or quotation system;
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·
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additional provisions, if any, related to defeasance and discharge of the offered debt securities; and
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·
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the applicability of any guarantees.
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·
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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;
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·
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all capitalized lease obligations;
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·
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all hedging obligations;
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·
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all obligations representing the deferred purchase price of property; and
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all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
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·
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subordinated debt securities; and
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·
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any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
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·
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the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
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·
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the ability to make certain payments, dividends, redemptions or repurchases;
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·
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our ability to create dividend and other payment restrictions affecting our subsidiaries;
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·
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our ability to make investments;
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·
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mergers and consolidations by us or our subsidiaries;
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·
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sales of assets by us;
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·
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our ability to enter into transactions with affiliates;
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·
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our ability to incur liens; and
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·
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sale and leaseback transactions.
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·
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default in any payment of interest when due which continues for 30 days;
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·
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default in any payment of principal or premium when due;
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·
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default in the deposit of any sinking fund payment when due;
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·
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default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
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·
|
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
|
·
|
events of bankruptcy, insolvency or reorganization.
|
|
·
|
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.
|
|
·
|
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 U.S. 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.
|
|
·
|
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; or
|
|
·
|
currencies.
|
|
·
|
the exercise price for the rights;
|
|
·
|
the number of rights issued to each stockholder;
|
|
·
|
the extent to which the rights are transferable;
|
|
·
|
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
|
·
|
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
|
·
|
the amount of rights outstanding;
|
|
·
|
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
|
·
|
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
|
|
·
|
the terms of the units and of the purchase contracts, warrants, debt securities, which may be guaranteed by one or more of our subsidiaries, 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.
|
Comission registration fee
|
$ | 22,500 | ||
FINRA filing fee
|
$ | * | ||
Nasdaq Supplemental listing fee
|
$ | * | ||
Legal fees and expenses
|
$ | * | ||
Accounting fees and expenses
|
$ | * | ||
Printing and engraving expenses
|
$ | * | ||
Transfer agent and registrar fees
|
$ | * | ||
Indenture trustee fees and expenses
|
$ | * | ||
Blue sky fees and expenses
|
$ | * | ||
Miscellaneous
|
$ | * | ||
Total
|
$ | * |
|
·
|
our Annual Report on Form 20-F for the year ended December 31, 2011, filed with the Commission on March 27, 2012, containing our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.
|
1.
|
The Company shall indemnify, to the full extent permitted by law, any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
|
2.
|
The Company shall indemnify, to the full extent permitted by law, any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was properly brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court having proper jurisdiction shall deem proper.
|
3.
|
To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
|
4.
|
Any indemnification under Sections 1 or 2 of this Article VI (unless ordered by a court having proper jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made:
|
a.
|
by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
|
b.
|
if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
|
c.
|
by the shareholders.
|
|
5.
|
Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section.
|
6.
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
7.
|
The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article VI.
|
8.
|
For purposes of this Article VI, references to the "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation of its separate existence had continued.
|
9.
|
For purposes of this Article VI, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Article VI.
|
10.
|
The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
|
11.
|
No director or officer of the Company shall be personally liable to the Company or to any shareholder of the Company for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director's or the officer's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director or officer derived an improper personal benefit.
|
|
(1)
|
Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
|
|
(2)
|
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the
|
|
(3)
|
When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
|
|
(4)
|
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
|
|
(5)
|
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
|
|
(6)
|
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
|
(7)
|
Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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.
|
|
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act 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 of Regulation S-X 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)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
If the registrant is relying on Rule 430B:
|
(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)
|
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 Commission under Section 305(b)(2) of the Trust Indenture Act.
|
(k)
|
– (l) Not applicable.
|
STAR BULK CARRIERS CORP.
|
||
By:
|
/s/ SPYROS CAPRALOS
|
|
Name:
|
Spyros Capralos
|
|
Title:
|
Chief Executive Officer and President
|
Signature
|
Title
|
|
/s/ SPYROS CAPRALOS
|
Chief Executive Officer, President and Director
|
|
Spyros Capralos |
(Principal Executive Officer)
|
|
/s/ SIMOS SPYROU
|
Chief Financial Officer
|
|
Simos Spyrou | (Principal Financial Officer and | |
Principal Accounting Officer) | ||
/s/ PETROS PAPPAS
|
Director; Chairman of the Board of Directors
|
|
Petros Pappas | ||
/s/ TOM SOFTELAND
|
Director
|
|
Tom Softland
|
||
/s/ PETER ESPIG
|
Director
|
|
Peter Espig
|
||
/s/ KOERT ERHARDT
|
Director
|
|
Koert Erhardt | ||
/s/ MILENA MARIA PAPPAS
|
Director
|
|
Milena Maria Pappas
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Bulk Management Inc.
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
President
|
Star Bulk Management Inc.
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Alpha LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Alpha LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Beta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Beta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Gamma LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Gamma LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Delta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Delta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Epsilon LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Epsilon LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Zeta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Zeta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Theta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Theta LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Kappa LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Kappa LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Lamda LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Lamda LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Omicron LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Omicron LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Cosmo LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Cosmo LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Star Ypsilon LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
Star Ypsilon LLC
By: STAR BULK CARRIERS CORP., its Sole Member
|
|||
By:
|
/s/ SPYROS CAPRALOS
|
||
Name:
|
Spyros Capralos
|
||
Title:
|
Chief Executive Officer and President
|
PUGLISI & ASSOCIATES
|
|||||
By:
|
/s/ DONALD J. PUGLISI
|
||||
Name:
|
Donald J. Puglisi
|
||||
Title:
|
Managing Director
|
Exhibit
Number |
Description
|
1.1
|
Underwriting Agreement (for equity securities)*
|
1.2
|
Underwriting Agreement (for debt securities)*
|
4.1
|
Form of Common Stock Certificate of the Company, incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Forms F-1/F-4 (Registration No. 333-141296), filed on March 14, 2007
|
4.2
|
Form of Warrant*
|
4.3
|
Form of Preferred Share Certificate*
|
4.4
|
Form of Senior Debt Securities Indenture
|
4.5
|
Form of Subordinated Debt Securities Indenture
|
4.6
|
Form of Purchase Contract*
|
4.7 | Form of Rights Agreement* |
4.8 | Form of Rights Certificate* |
4.9
|
Form of Unit Agreement*
|
5.1
|
Opinion of Legality of Seward & Kissel LLP counsel to the Company as to the validity of the common shares, preferred shares, debt securities, warrants, purchase contracts and units
|
23.1
|
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
|
23.2
|
Consent of Deloitte Hadjipavlou, Sofianos & Cambanis S.A.
|
24
|
Power of Attorney (contained in signature page)
|
25.1
|
T-1 Statement of Eligibility (senior indenture)*
|
25.2
|
T-1 Statement of Eligibility (subordinated indenture)*
|
*
|
To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement.
|
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
|
if to the Company:
|
||
Star Bulk Carriers Corp.
|
||
c/o Star Bulk Management Inc.
|
||
40 Agiou Konstantinou Str.
|
||
Maroussi 15124, Athens, Greece
|
||
Attn: Spyros Capralos
|
||
011-30-210-617-8400 (telephone number)
|
||
if to the Trustee:
|
||
[ | ] | |
Attn: [ | ] | |
Fax: [ | ] | |
if to the Registrar or Paying Agent:
|
||
[ | ] | |
Attn: [ | ] | |
Fax: [ | ] | |
with copy to: | ||
[ | ] | |
Attn: [ | ] | |
Fax: [ | ] |
|
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
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.
|
S e w a r d & K i s s e l llp | ||
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
1200 G STREET, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
|
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