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Title: |
Senior Indenture |
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Date: |
2006 |
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Preview shows 11KB of 138KB total |
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$48 |
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ID: |
#2683058 |
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EAGLE BULK SHIPPING INC.
SENIOR INDENTURE
Dated as of ______, 20__
----------------
[Name of Trustee]
Trustee
================================================================================
ARTICLE I : DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions
Section 1.2. Other Definitions
Section 1.3. Incorporation by Reference of
Trust Indenture Act
Section 1.4. Rules of Construction
ARTICLE II. THE SECURITIES
Section 2.1. Issuable in Series
Section 2.2. Establishment of Terms of Series
of Securities
Section 2.3. Execution and Authentication
Section 2.4. Registrar and Paying Agent
Section 2.5. Paying Agent to Hold money in Trust
Section 2.6. Securityholder Lists
Section 2.7. Transfer and Exchange
Section 2.8 Mutilated, Destroyed, Lost and Stolen
Securities
Section 2.9 Outstanding Securities
Section 2.10 Treasury Securities
Section 2.11 Temporary Securities
Section 2.12 Cancellation
Section 2.13 Defaulted Interest
Section 2.14 Global Securities
Section 2.15 CUSIP Numbers
ARTICLE III. REDEMPTION
Section 3.1 Notice to Trustee
Section 3.2 Selection of Securities to be Redeemed
Section 3.3 Notice of Redemption
Section 3.4 Effect of Notice of Redemption
Section 3.5 Deposit of Redemption Price
Section 3.6 Securities Redeemed in Part
ARTICLE IV. COVENANTS
Section 4.1. Payment of Principal and Interest
Section 4.2. SEC Reports
Section 4.3. Compliance Certificate
Section 4.4. Stay, Extension and Usury Laws
Section 4.5. Corporate Existence
Section 4.6. Taxes
ARTICLE V. SUCCESSORS
Section 5.1. When Company May Merge, Etc
Section 5.2. Successor Corporation Substituted
ARTICLE VI. DEFAULTS AND REMEDIES
Section 6.1. Events of Default
Section 6.2. Acceleration of maturity; Rescission and
Annulment
Section 6.3. Collection of Indebtedness and Suits for
Enforcement by Trustee
Section 6.4. Trustee May File Proofs of Claim
Section 6.5. Trustee May Enforce Claims Without Possession
of Securities
Section 6.6. Application of money Collected
Section 6.7. Limitation on Suits
Section 6.8. Unconditional Right of Holders to Receive
Principal and Interest
Section 6.9. Restoration of Rights and Remedies
Section 6.10. Rights and Remedies Cumulative
Section 6.11. Delay or Omission Not Waiver
Section 6.12. Control by Holders
Section 6.13. Waiver of Past Defaults
Section 6.14. Undertaking for Costs
ARTICLE VII. TRUSTEE
Section 7.1. Duties of Trustee
Section 7.2. Rights of Trustee
Section 7.3. Individual Rights of Trustee
Section 7.4. Trustee's Disclaimer
Section 7.5. Notice of Defaults
Section 7.6. Reports by Trustee to Holders
Section 7.7. Compensation and Indemnity
Section 7.8. Replacement of Trustee
Section 7.9. Successor Trustee by Merger, etc.
Section 7.10. Eligibility; Disqualification
Section 7.11. Preferential Collection of Claims
Against Company
ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE
Section 8.1 Satisfaction and Discharge of Indenture
Section 8.2 Application of Trust Funds; Indemnification
Section 8.3 Legal Defeasance of Securities of any Series
Section 8.4 Covenant Defeasance
Section 8.5 Repayment to Company
ARTICLE IX. AMENDMENTS AND WAIVERS
Section 9.1. Without Consent of Holders
Section 9.2. With Consent of Holders
Section 9.3. Limitations
Section 9.4. Compliance with Trust Indenture Act
Section 9.5. Revocation and Effect of Consents
Section 9.6. Notation on or Exchange of Securities
Section 9.7. Trustee Protected
ARTICLE X. MISCELLANEOUS
Section 10.1. Trust Indenture Act Controls
Section 10.2. Notices
Section 10.3. Communication by Holders with Other
Holders
Section 10.4. Certificate and Opinion as to Conditions
Precedent
Section 10.5. Statements Required in Certificate
or Opinion
Section 10.6. Rules by Trustee and Agents
Section 10.7. Legal Holidays
Section 10.8. No Recourse Against Others
Section 10.9. Counterparts
Section 10.10. Governing Laws
Section 10.11. No Adverse Interpretation of
Other Agreements
Section 10.12. Successors
Section 10.13. Severability
Section 10.14. Table of Contents, Headings, Etc
Section 10.15. Securities in a Foreign Currency or
in ECU
Section 10.16. Judgment Currency
ARTICLE XI. SINKING FUNDS
Section 11.1. Applicability of Article
Section 11.2. Satisfaction of Sinking Fund
Payments with Securities
Section 11.3. Redemption of Securities for Sinking
Fund
Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of _______, 20__
Section 310(a)(1) 7.10
(a)(2) 7.10
(a)(3) Not Applicable
(a)(4) Not Applicable
(a)(5) 7.10
(b) 7.10
Section 311(a) 7.11
(b) 7.11
(c) Not Applicable
Section 312(a) 2.6
(b) 10.3
(c) 10.3
Section 313(a) 7.6
(b)(1) 7.6
(b)(2) 7.6
(c)(1) 7.6
(d) 7.6
Section 314(a) 4.2, 10.5
(b) Not Applicable
(c)(1) 10.4
(c)(2) 10.4
(c)(3) Not Applicable
(d) Not Applicable
(e) 10.5
(f) Not Applicable
Section 315(a) 7.1
(b) 7.5
(c) 7.1
(d) 7.1
(e) 6.14
Section 316(a) 2.10
(a)(1)(A) (a)(1)(B) 6.12 (b) 6.13
Section 317(a)(1) 6.8
(a)(2) 6.4
(b) 2.5
Section 318(a) 10.1
----------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.
Indenture dated as of _________, 20__ between Eagle Bulk Shipping Inc., a
company organized under the laws of the Marshall Islands (the "Company") and
[Name of Trustee], a __________________ (the "Trustee").
Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Securities issued under this
Indenture.
ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1. Definitions.
"Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
therein and which are owing to such Holders.
"Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.
"Agent" means any Registrar, Paying Agent or Service Agent.
"Authorized Newspaper" means a newspaper in an official language of
the country of publication customarily published at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall constitute a sufficient publication of such
notice.
"Bearer" means anyone in possession from time to time of a Bearer
Security.
"Bearer Security" means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
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