EXHIBIT 4.3
SERIES 1997-A SECURED NOTE
WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee under the Trust Agreement
Series 1997-A Secured Non-Recourse Note
Due January 2, 2014
Sale and Leaseback of Certain Paraxylene Production Facility Assets
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Located in Beaumont, Texas
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Registered No. R-1
$95,331,000 New York, New York
May 28, 1997
Interest Rate Per Annum: 7.29%
WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual
capacity, but solely as Owner Trustee under the Trust Agreement, dated as of May
19, 1997, as amended (the "Trust Agreement"), among the Owner Participant named
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therein and the Owner Trustee, for value received hereby promises to pay to
State Street Bank and Trust Company, or registered assigns, on or before January
2, 2014, as herein provided, the principal sum of NINTY-FIVE MILLION THREE
HUNDRED AND THIRTY-ONE THOUSAND DOLLARS ($95,331,000) , and to pay interest on
this Secured Note from time to time from the date hereof until the principal
amount hereof shall have been paid in full, at the rate of 7.29% per annum
(based on a 360-day year of twelve 30-day months), and (to the extent not
prohibited by applicable law) to pay interest on any overdue principal and
interest at the Overdue Rate. The principal of this Secured Note shall be
payable on January 2 or in certain years, in accordance with the schedule
annexed hereto. The first payment of accrued and unpaid interest on this Secured
Note shall be payable on July 2, 1997. Thereafter, subject to Section 2.03(b) of
the Indenture (as defined below), all accrued and unpaid interest on this
Secured Note shall be payable on each January 2 and July 2 in each year
commencing on January 2, 1998.
This Secured Note is one of the Secured Notes issued by the Owner Trustee
pursuant to the terms of the Trust Indenture, Deed of Trust, Assignment of Lease
and Security Agreement, dated effective as of May 28, 1997 (the "Indenture"),
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between the Owner Trustee and State Street Bank and Trust Company, not in its
individual capacity, but solely as Indenture Trustee thereunder
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(the "Indenture Trustee"). Capitalized terms used in this Secured Note and not
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otherwise defined shall have the respective meanings assigned to them in the
Indenture.
Each payment of principal and interest shall be due and payable at the times,
places and in the manner as specified herein and in the Indenture.
Each payment on this Secured Note shall be applied, first, to the payment of
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accrued interest on this Secured Note to the date of such payment, and second,
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to the payment of any principal on this Secured Note then due hereunder.
This Secured Note is one of the Series 1997-A Secured Notes of the Owner
Trustee, issued pursuant to the Indenture, which, together with any Additional
Notes and any note or notes issued upon a transfer, in exchange or substitution
for respectively therefor in accordance with the terms of the Indenture, are
equally and ratably secured by the Indenture, except as expressly provided
therein. The property of the Owner Trustee (excluding Excepted Payments)
included in the Indenture Estate is pledged or mortgaged to the Indenture
Trustee to the extent provided in the Indenture as security for the payment of
the principal of and interest on this Secured Note and all other Secured Notes
issued and Outstanding from time to time under the Indenture. Reference is
hereby made to the Indenture for a description of the Indenture Estate, and for
a statement of the rights of the Holders of, and the nature and extent of the
security for, this Secured Note and of the rights of, and the nature and extent
of the security for, the Holders of the other Secured Notes and of certain
rights of the Owner Trustee and the Owner Participant, as well as for a
statement of the terms and conditions of the trust created by the Indenture, to
all of which terms and conditions in the Indenture the Holder agrees by its
acceptance of this Secured Note.
This Secured Note is subject to redemption, in whole, all as specified in
Article III of the Indenture. This Secured Note is also subject to refunding,
assumption or purchase, all as specified in Sections 3.02, 3.04, 3.05 and 3.06
of the Indenture.
In the event an Indenture Event of Default shall occur and be continuing, the
unpaid balance of the principal of the Secured Notes, together with all accrued
but unpaid interest, may be declared or may otherwise become due and payable in
the manner and with the effect provided in Article V of the Indenture.
The Secured Notes are issuable only as registered notes. There shall be
maintained a note register for the purpose of registering transfers and
exchanges of the Secured Notes at the principal corporate trust office of the
Indenture Trustee, or of any successor Indenture Trustee, in the manner provided
in Section 2.05 of the Indenture. The Owner Trustee and the Indenture Trustee
shall deem and treat the Person in whose name this Secured Note is registered on
the Note Register as the absolute owner hereof (whether or not this Secured Note
shall be overdue) for the purpose of receiving payments of principal and
interest and for all
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other purposes, and neither the Owner Trustee nor the Indenture Trustee shall be
affected by any notice to the contrary.
All payments of principal and interest to be made by the Owner Trustee and,
except as otherwise provided in the Operative Documents, all payments of any
other amounts payable by or on behalf of the Owner Trustee under the Secured
Notes or under the Indenture, shall be made only from the income and proceeds
from the Indenture Estate, and only to the extent that the Indenture Trustee
shall have received sufficient income and proceeds from the Indenture Estate to
make such payments in accordance with the Indenture. The Holder, by its
acceptance of this Secured Note, agrees that it will look solely to the income
and proceeds from the Indenture Estate to the extent available for payment as
provided in the Indenture, and that none of the Owner Participant, the Owner
Trustee, the Trust Company, or the Indenture Trustee (whether in its individual
or trust capacity) shall be personally liable to the Indenture Trustee or to the
Holder for any amounts payable under this or any Secured Note, nor, except as
specifically provided in the Indenture or any other Operative Document, for any
amounts payable or any liability, under the Indenture.
This Secured Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Indenture Trustee.
No delay or omission of the Holder to exercise its rights hereunder shall impair
any such right or power or shall be construed to be a waiver of any Indenture
Event of Default, or an acquiescence therein. No waiver of any Indenture Event
of Default shall be construed, taken or held to be a waiver of any other
Indenture Event of Default, or a waiver, acquiescence in, or consent to any
further or succeeding Indenture Event of Default. The Owner Trustee waives
demand, notice and protest in any defense by reason of extension of time for
payment or other indulgence granted by the Holder.
This Secured Note shall be governed by and construed in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the Owner Trustee has caused this Secured Note to be duly
executed.
WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as Owner
Trustee under the Trust Agreement
By: ______________________________
Title: _____________________________
Certificate of Authentication
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This Secured Note is one of the Series 1997-A Secured Notes of WILMINGTON TRUST
COMPANY, as Owner Trustee described in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but solely as
Indenture Trustee
By: _________________________
Title: ________________________
Series 1997-A Secured Notes
Amortization Schedule
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Scheduled Payment
Regular Percentage of Remaining
Distribution Date Unpaid Principal Amount
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