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Exhibit 4(ii)(e)(2)
CAPE MAY LIGHT, L.L.C.
$37,900,000
United States Government Guaranteed
Ship Financing Bonds, 2000 Series
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BOND PURCHASE AGREEMENT
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Dated October 16, 2000
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Cape May Light, L.L.C.
$ 37,900,000
United States Government Guaranteed Ship Financing Bonds, 2000 Series
7.25% Sinking Fund Bonds due April 15, 2027
BOND PURCHASE AGREEMENT
To each of the respective
Purchasers named in Schedule 1 hereto: Dated October 16, 2000
Dear Sirs:
The undersigned, Cape May Light, L.L.C., a Delaware limited liability
company (the "Shipowner"), hereby agrees with each of you (each, a "Purchaser")
as follows:
1. The Obligations. The United States Government Guaranteed Ship
Financing Bonds, 2000 Series, due April 15, 2027, referred to above (the
"Obligations") in the aggregate principal amount set forth above are proposed to
be issued and sold by the Shipowner upon fulfillment of the terms and conditions
set forth herein. The Obligations will be issued and sold to aid in the
financing of the construction of the cv Cape May Light (the "Vessel"). The
Obligations will be in fully registered form only and will bear interest
(calculated on the basis of a 360-day year comprised of twelve 30-day months)
from the date of issuance at the rate per annum set forth above, payable
semi-annually, on April 15 and October 15 of each year until maturity,
commencing April 15, 2001 until the Delivery Date, on the Delivery Date and
semiannually following the Delivery Date until maturity.
The Obligations will be issued under a Trust Indenture (the
"Indenture") between the Shipowner and The Bank of New York, as Trustee (the
"Indenture Trustee"). Payment of the principal of and interest on the
Obligations will be fully and unconditionally guaranteed by the United States of
America pursuant to the guarantee imprinted by the Indenture Trustee pursuant to
an Authorization Agreement, on each of the Obligations (the "Guarantee") under
Title XI of the Merchant Marine Act, 1936, as amended and in effect on the
Closing Date (the "Act"). Since the Obligations are guaranteed with the full
faith and credit of the United States of America, it is understood that you will
not independently review the financial condition of the Shipowner and will rely
completely on the Secretary's determination regarding the financial resources
and maritime ability of the Shipowner.
2. Agreement to Purchase. Subject to the conditions hereinafter set
forth, and the representations and warranties contained herein, the Shipowner
agrees to sell to you and you
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agree to purchase on the Closing Date, the Obligations in the principal amount
set forth opposite your name in Schedule 1 hereto (subject to adjustment as set
forth in Section 6 hereof) at 100% of such principal amount thereof.
3. Closing. Delivery of the Obligations shall be made at the office of
the Maritime Administration, 400 Seventh Street, S.W., Washington, D.C., at a
closing commencing at 10:00 a.m., Eastern time, on October 16, 2000 (the
"Closing Date") or such other place or such later business day (which shall not
be later than October 18, 2000) as the Shipowner shall designate by at least 3
days' prior written notice to the Indenture Trustee and to you at your address
specified in Schedule 1 hereto. Delivery of the Obligations shall be made
against payment therefor in funds immediately available to the Shipowner in
Washington, D.C. Except as you may otherwise direct three (3) business days
before the Closing Date, a single Obligation dated the Closing Date,
authenticated by the Indenture Trustee, guaranteed by the United States of
America, and registered in your name and issued in a denomination equal to the
principal amount of Obligations to be purchased by you, will be delivered to
you. For the purposes of this Agreement, a "business day" is a day which is not
a Saturday, Sunday or bank holiday under the laws of the United States of
America or the States of Louisiana and New York.
4. Representations and Warranties by the Shipowner. The Shipowner
represents and warrants to you that this Agreement, the Indenture, and the
Obligations have been duly authorized, executed and delivered by the Shipowner
and constitute, each in accordance with their terms, a legal, valid and binding
instrument enforceable against the Shipowner, except as limited by bankruptcy,
insolvency, or other laws affecting the enforcement of creditors' rights
generally. On the Closing Date, the Indenture and the Obligations will have been
duly authorized, executed and delivered by the Shipowner and will constitute
legal, valid and binding instruments enforceable against the Shipowner, and the
Obligations will be entitled to the benefits of the Indenture, the Guarantees
and the Authorization Agreement. The Shipowner represents that the Obligations,
the Indenture, and the Authorization Agreement conform in all material respects
to the descriptions thereof contained in the Offering Circular dated October 16,
2000 unless you consent to a change.
5. Conditions to Purchaser's Obligations. Your obligation under this
Agreement to purchase Obligations on the Closing Date is subject to the accuracy
of the representations and warranties of the Shipowner contained in Section 4
hereof on and as of the Closing Date and to the following further conditions:
(A) Opinion of Counsel for the Shipowner. On the Closing Date, the
Shipowner shall have furnished an opinion of its counsel addressed to you and
satisfactory to you and the Indenture Trustee regarding the representations and
warranties set out in Item 4 of this Agreement;
(B) Opinion of the Chief Counsel of the Maritime Administration. On the
Closing Date, your counsel shall have received a copy of a legal opinion from
the Maritime Administration addressed to the Purchasers and the Indenture
Trustee to the effect that the Guarantees and the Authorization Agreement have
been duly authorized, executed and delivered
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by the United States of America, and constitute the legal, valid and binding
obligations of the United States of America; and
(C) Certificate of Officer of the Shipowner. On the Closing Date, you
shall have received a certificate signed by an authorized representative of the
Shipowner to the effect that (a) the Shipowner has performed all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder on
or prior to the Closing Date, (b) the representations and warranties of the
Shipowner herein contained are true and correct in all material respects to the
same extent as if made on and as of the Closing Date, and (c) the terms of the
Indenture have been complied with by the Shipowner, and as of the Closing Date,
there shall not exist any condition or event which constitutes, or which after
lapse of time or notice or both would constitute, an Indenture Default as
defined in the Indenture.
If any of the conditions specified in this Section 5 shall not have
been fulfilled by the Shipowner when and as required by this Agreement, you may
cancel this Agreement and all of your obligations hereunder on, or at any time
prior to, the Closing Date. Notice of such cancellation shall be given to the
Shipowner in writing.
6. Adjustment of Commitments. In the event that the Secretary
determines, pursuant to the Act, that the aggregate principal amount of the
Obligations, issued by Shipowner to the purchaser pursuant to the Indenture
dated October 16, 2000, eligible for Guarantee under the Act is greater or less
than $37,900,000 on the Closing Date, the Shipowner may increase or decrease the
total principal amount of Obligations to be issued by not more than 5 percent.
7. Conditions of Shipowner's Obligations. The obligations of the
Shipowner to sell and deliver the Obligations under this Agreement on the
Closing Date are subject to all of the following conditions: (A) on the Closing
Date all the Obligations to be delivered by the Shipowner shall have
simultaneously been purchased by the Purchasers; and (B) on or before the
Closing Date (i) the Secretary shall have duly authorized the execution and
delivery of the Guarantee of the Obligations and shall have duly executed and
delivered the Authorization Agreement; and (ii) the Indenture Trustee shall have
duly executed and delivered the Indenture and the Authorization Agreement.
8. Entire Agreement Embodied, Changes, etc. This Agreement embodies the
entire agreement and understanding between the Shipowner and you relating to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. Neither this Agreement nor any term hereof may
be changed, waived, discharged, or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought and with the written consent of the
Secretary.
9. Miscellaneous.
(A) Except as otherwise expressly provided in this Agreement, (i)
whenever notice is required by the provisions hereof to be given to the
Shipowner, such notice shall be in writing addressed to Cape May Light, L.L.C.,
Robin Street Wharf, 1380 Port of New Orleans Place, New
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Orleans, Louisiana 70130, and (ii) whenever notice is required by the provisions
of this Agreement to be given to you, such notice shall be in writing addressed
to you at your address set forth in Schedule 1 hereto or any other address
specified in a written notice to the Shipowner;
(B) This Agreement is made solely for the benefit of and is binding
upon and enforceable by you, the Shipowner, and your respective successors and
assigns, and no other person shall acquire or have any right under, or by virtue
of, this Agreement;
(C) If this Agreement shall be canceled or terminated by you because of
nonfulfillment of the conditions set forth in Section 5 hereof or because of the
Shipowner's failure to comply on or before the Closing Date with the conditions
precedent set forth herein, the Shipowner shall have no further obligations or
liability hereunder to you except that the Shipowner will reimburse you for
out-of-pocket expenses reasonably incurred by you (including reasonable fees and
disbursements of your counsel and interest on funds forwarded by you for
delivery on the Closing Date to purchase Obligations, such interest to be at the
rate borne by the Obligations for the period from the proposed Closing Date to
the date on which such funds are returned to you);
(D) This Agreement shall be governed and construed in accordance with
the laws of the State of New York.
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If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterparts of this Agreement, retain one
counterpart for your records and return the other counterparts to the Shipowner,
whereupon this Agreement shall become a binding contract among you, the
Shipowner and Purchaser.
Very truly yours,
CAPE MAY LIGHT, L.L.C.
By: DELTA QUEEN COASTAL VOYAGES, L.L.C.,
its Managing Member
By: THE DELTA QUEEN STEAMBOAT CO.,
its Managing Member
/S/ RANDALL L. TALCOTT
By:
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Its Vice President
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The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
Chase Securities Inc.
/s/ Michael K. Clare
By:__________________________________
Michael K. Clare - Managing Director
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SCHEDULE 1
Aggregate Principal
Amount of Obligations To
Purchaser Be Purchased:
Chase Securities Inc. $37,900,000
All payments on account of the Obligations
held by such purchaser shall be made by
wire transfer of immediately available
funds not later than 12:00 noon on the
date payment is due for credit to:
Account No.
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ABA No.
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Each such transfer shall set forth the name
of the Shipowner and the coupon rate
of the Obligations.
Addresses for all communications and
notices:
270 Park Avenue, 7th Floor
New York, NY 10017-2070