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Indenture

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Title:

Indenture

Entities:

Tsakos Energy Navigation Ltd.; Wells Fargo Bank Minnesota, NA; Tsakos Energy Navigation Limited; Oak Shipping Co Ltd

Date:

2003

Size:

Preview shows 103KB of 280KB total

Price:

$89

ID:

#175385

► Financing ► Indentures
► Financial
► Transportation ► Water Transportation

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TSAKOS ENERGY NAVIGATION LIMITED

the Subsidiary Guarantors named herein

and

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

Trustee

INDENTURE

Dated as of , 2003

Subordinated Debt Securities

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1

Section 1.01	Definitions	1

Section 1.02	Compliance Certificates and Opinions	9

Section 1.03	Form of Documents Delivered to Trustee	9

Section 1.04	Acts of Holders; Record Dates	10

Section 1.05	Notices, Etc., to Trustee, Company and Subsidiary Guarantors	12

Section 1.06	Notice to Holders; Waiver	12

Section 1.07	Conflict with Trust Indenture Act	13

Section 1.08	Effect of Headings and Table of Contents	13

Section 1.09	Successors and Assigns	13

Section 1.10	Separability Clause	13

Section 1.11	Benefits of Indenture	14

Section 1.12	Governing Law	14

Section 1.13	Legal Holidays	14

Section 1.14	Consent to Service; Jurisdiction	14

ARTICLE II SECURITY AND SUBSIDIARY GUARANTEE FORMS		15

Section 2.01	Forms Generally	15

Section 2.02	Form of Face of Security	15

Section 2.03	Form of Reverse of Security	17

Section 2.04	Form of Legend for Global Securities	23

Section 2.05	Form of Trustees Certificate of Authentication	23

Section 2.06	Form of Guarantee	24

ARTICLE III THE SECURITIES		26

Section 3.01	Amount Unlimited; Issuable in Series	26

Section 3.02	Denominations	29

Section 3.03	Execution, Authentication, Delivery and Dating	29

Section 3.04	Temporary Securities	31

Section 3.05	Registration, Registration of Transfer and Exchange	31

Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	33

Section 3.07	Payment of Interest; Interest Rights Preserved	34


Section 3.08	Persons Deemed Owners	35

Section 3.09	Cancellation	35

Section 3.10	Computation of Interest	35

Section 3.11	CUSIP Numbers	36

ARTICLE IV SATISFACTION AND DISCHARGE		36

Section 4.01	Satisfaction and Discharge of Indenture	36

Section 4.02	Application of Trust Money	37

ARTICLE V REMEDIES		37

Section 5.01	Events of Default	37

Section 5.02	Acceleration of Maturity; Rescission and Annulment.	39

Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	40

Section 5.04	Trustee May File Proofs of Claim	41

Section 5.05	Trustee May Enforce Claims Without Possession of Securities	41

Section 5.06	Application of Money Collected	41

Section 5.07	Limitation on Suits	42

Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.	43

Section 5.09	Restoration of Rights and Remedies	43

Section 5.10	Rights and Remedies Cumulative	43

Section 5.11	Delay or Omission Not Waiver	43

Section 5.12	Control by Holders	43

Section 5.13	Waiver of Past Defaults	44

Section 5.14	Undertaking for Costs	44

Section 5.15	Waiver of Usury, Stay or Extension Laws	45

ARTICLE VI THE TRUSTEE		45

Section 6.01	Duties of Trustee	45

Section 6.02	Rights of Trustee	46

Section 6.03	Individual Rights of Trustee	47

Section 6.04	Trustees Disclaimer	47

Section 6.05	Notice of Default	47

Section 6.06	Reports by Trustee to Holders	48


Section 6.07	Compensation and Indemnity	48

Section 6.08	Replacement of Trustee	49

Section 6.09	Successor Trustee by Merger, Etc	50

Section 6.10	Eligibility; Disqualification	50

Section 6.11	Preferential Collection of Claims against Company	50

ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY		50

Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	50

Section 7.02	Preservation of Information; Communications to Holders	51

Section 7.03	Reports by Trustee	51

Section 7.04	Reports by Company	51

ARTICLE VIII CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE		52

Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	52

Section 8.02	Amalgamations, Mergers, Consolidations and Certain Sales of Assets by Subsidiary Guarantors	52

Section 8.03	Successor Corporation Substituted	53

ARTICLE IX SUPPLEMENTAL INDENTURES		54

Section 9.01	Supplemental Indentures Without Consent of Holders	54

Section 9.02	Supplemental Indentures with Consent of Holders	55

Section 9.03	Execution of Supplemental Indentures	57

Section 9.04	Effect of Supplemental Indentures	57

Section 9.05	Conformity with Trust Indenture Act	57

Section 9.06	Reference in Securities to Supplemental Indentures	57

ARTICLE X COVENANTS		58

Section 10.01	Payment of Securities	58

Section 10.02	Maintenance of Office or Agency	58

Section 10.03	Money for Securities Payments to Be Held in Trust	58

Section 10.04	Corporate Existence	59

Section 10.05	Compliance Certificate; Notice of Default	60

ARTICLE XI REDEMPTION OF SECURITIES		61

iii


Section 11.01	Applicability of Article	61

Section 11.02	Election to Redeem; Notice to Trustee	61

Section 11.03	Selection by Trustee of Securities to Be Redeemed	61

Section 11.04	Notice of Redemption	62

Section 11.05	Deposit of Redemption Price	63

Section 11.06	Securities Payable on Redemption Date	63

Section 11.07	Securities Redeemed in Part	63

ARTICLE XII SINKING FUNDS		64

Section 12.01	Applicability of Article	64

Section 12.02	Satisfaction of Sinking Fund Payments with Securities.	64

Section 12.03	Redemption of Securities for Sinking Fund	64

ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE		65

Section 13.01	Companys Option to Effect Defeasance or Covenant Defeasance.	65

Section 13.02	Defeasance and Discharge	65

Section 13.03	Covenant Defeasance	65

Section 13.04	Conditions to Defeasance or Covenant Defeasance	66

Section 13.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	68

Section 13.06	Reinstatement	68

ARTICLE XIV SUBSIDIARY GUARANTEE		69

Section 14.01	Subsidiary Guarantee	69

Section 14.02	Execution and Delivery of Subsidiary Guarantees.	71

Section 14.03	Subsidiary Guarantors May Consolidate, Etc., on Certain Terms.	71

Section 14.04	Release of Subsidiary Guarantors	71

Section 14.05	Additional Subsidiary Guarantors	72

ARTICLE XV CONVERSION OF SECURITIES		72

Section 15.01	Applicability; Conversion Privilege and Conversion Price	72

Section 15.02	Exercise of Conversion Price	73

Section 15.03	Fractions of Shares	74

Section 15.04	Adjustment of Conversion Price	74


Section 15.05	Notice of Adjustments of Conversion Price	77

Section 15.06	Notice of Certain Corporate Action	77

Section 15.07	Company to Reserve Common Stock	78

Section 15.08	Taxes on Conversions	78

Section 15.09	Covenant as to Common Stock	78

Section 15.10	Cancellation of Converted Securities	78

Section 15.11	Provisions in Case of Consolidation, Merger or Sale of Assets	79

Section 15.12	Responsibility of Trustee	79

ARTICLE XVI SUBORDINATION OF SECURITIES		80

Section 16.01	Securities Subordinate to Senior Indebtedness	80

Section 16.02	Payment Over of Proceeds Upon Dissolution, Etc.	80

Section 16.03	Prior Payment to Senior Indebtedness Upon Acceleration of Securities.	81

Section 16.04	No Payment When Senior Indebtedness in Default.	81

Section 16.05	Payment Permitted If No Default	82

Section 16.06	Subrogation to Rights of Holders of Senior Indebtedness	82

Section 16.07	Provisions Solely to Define Relative Rights	83

Section 16.08	Trustee to Effectuate Subordination	83

Section 16.09	No Waiver of Subordination Provisions	83

Section 16.10	Notice to Trustee	84

Section 16.11	Reliance on Judicial Order or Certificate of Liquidating Agent	84

Section 16.12	Trustee Not Fiduciary for Holders of Senior Indebtedness.	85

Section 16.13	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustees Rights	85

Section 16.14	Article Applicable to Paying Agents	85

Section 16.15	Certain Conversions Deemed Payment	85

Section 16.16	Trust Moneys Not Subordinated	86

INDENTURE, dated as of , 2003, among Tsakos Energy Navigation Limited, a Bermuda company (herein called the Company), having its principal office at 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece, each of the Subsidiary Guarantors named herein and Wells Fargo Bank Minnesota, National Association, a national banking association, as trustee (herein called the Trustee).

RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the Securities), to be issued in one or more series as in this Indenture provided.

The Company, directly or indirectly, owns beneficially all or substantially all of the Capital Stock of the entities set forth on the signature page attached hereto (the Subsidiary Guarantors); the Company and the Subsidiary Guarantors are members of the same consolidated group of companies and are engaged in related businesses; the Subsidiary Guarantors will derive direct and indirect economic benefits from the issuance of the Securities; accordingly, each of the Subsidiary Guarantors has duly authorized the execution and delivery of this Indenture to provide for the Subsidiary Guarantee (as hereinafter defined) by each of them with respect to the Securities as set forth in this Indenture.

All things necessary to make this Indenture a valid and legally binding agreement of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.01 Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles, and, except as otherwise herein expressly provided, the term generally accepted accounting principles with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) the words Article and Section refer to an Article and Section, respectively, of this Indenture;

(5) the words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(6) certain terms used principally in Articles VI, X, XIII and XIV, are defined in those Articles.

Act, when used with respect to any Holder, has the meaning specified in Section 1.04.

Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

Bankruptcy Law means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

Board of Directors means, with respect to the Company or a Subsidiary Guarantor, either the board of directors of such Person or any duly authorized committee of that board.

Board Resolution means, with respect to the Company or a Subsidiary Guarantor, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

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