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EXHIBIT 4(ii)(f)(3)
NO. R-1
CUSIP NO. 139541 AA9
$ 38,500,000
U.S. GOVERNMENT GUARANTEED SHIP FINANCING BONDS, 2000 SERIES
7.25% SINKING FUND BONDS DUE APRIL 15, 2027
ISSUED BY
CAPE COD LIGHT, L.L.C.
Cape Cod Light, L.L.C., a Delaware limited liability company (herein
called the "Shipowner"), FOR VALUE RECEIVED, promises to pay to Cede & Co. or
registered assigns, the principal sum of THIRTY EIGHT MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($38,500,000.00) on the earlier of April 15, 2027,
or the twenty-fifth anniversary of the Delivery Date (unless sooner redeemed as
herein provided) and to pay interest semiannually on April 15 and October 15 of
each year commencing April 15, 2001 until the Delivery Date, on the Delivery
Date and semiannually following the Delivery Date until maturity, on the unpaid
principal amount of this Obligation at the rate of 7.25% per annum (calculated
on the basis of a 360-day year of twelve 30-day months) from the interest
payment date referred to above next preceding the date of this Obligation to
which interest on the Obligations has been paid (unless the date hereof is the
date to which interest on the Obligations has been paid, in which case from the
date of this Obligation), or if no interest has been paid on the Obligations
since the Original Issue Date (as defined in the Indenture hereinafter
mentioned) of this Obligation, from the Original Issue Date, until payment of
said principal sum has been made or duly provided for, and at the same rate per
annum on any overdue principal.
The principal of and the interest on this Obligation, as well as any
premium hereon in case of certain redemptions hereof prior to maturity, are
payable to the registered owner hereof at the Corporate Trust Office of the
Indenture Trustee, The Bank of New York, a New York banking corporation (the
"Indenture Trustee") or at a Paying Agent maintained for such purposes in any
coin or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts therein; provided that,
payments may be made by check mailed to the address of the registered owner
hereof as such address shall appear on the Obligation Register of said Indenture
Trustee, and by such other methods of payment as permitted by the Indenture.
This Obligation is one of an issue of Obligations of the Shipowner of
$38,500,000 aggregate principal amount of sinking fund Obligations, designated
as its "United States Government Guaranteed Ship Financing Bonds, 2000 Series,"
all issued under a Trust Indenture dated October 16, 2000 (the "Indenture"),
between the Shipowner and the Indenture Trustee to aid in financing the cost of
the construction by the Shipowner of the Vessel. Reference is hereby made to the
Indenture for a definition of the capitalized terms used but not defined herein
and a
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description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Shipowner and the Indenture Trustee, the Obligees
of the Obligations, and the Secretary.
In accordance with the terms of an Authorization Agreement dated
October 16, 2000 between the United States of America, represented by the
Secretary of Transportation, acting by and through the Maritime Administrator
(the "Secretary") and the Indenture Trustee, and by endorsement of the guarantee
of the United States of America (the "Guarantees") on each of the Obligations
and the authentication and delivery of the Guarantees by the Indenture Trustee,
all pursuant to the Act, the Obligations are guaranteed by the United States of
America as provided in the Authorization Agreement and in the Guarantees
endorsed thereon. Reference is hereby made to the Authorization Agreement for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Secretary, the Indenture Trustee, and the Obligees
of the Obligations.
Furthermore, it is hereby noted that Section 1103(d) of Title XI of the
Act provides that:
"The full faith and credit of the United States is pledged to the
payment of all guarantees made under this title with respect to both
principal and interest, including interest, as may be provided for in
the guarantee, accruing between the date of default under a guaranteed
obligation and the payment in full of the guarantee."
If an Indenture Default shall have occurred and be continuing, the
Indenture Trustee, as provided in the Indenture shall, not later than 60 days
from the date of such Indenture Default, demand payment by the Secretary of the
Guarantees, whereupon the entire unpaid principal amount of the Outstanding
Obligations and all unpaid interest thereon shall become due and payable on the
first to occur of the date which is 30 days from the date of such demand or the
date on which the Secretary pays the Guarantees. If no demand for payment of the
Guarantees shall have been made by the Indenture Trustee on or before the 30th
day following an Indenture Default, the Obligee of any Outstanding Obligation
may, in the manner provided in the Indenture, make such demand in place of the
Indenture Trustee. In the event of an Indenture Default of which the Secretary
has actual knowledge, the Secretary, as provided in the Authorization Agreement,
will publish notice in the Authorized Newspaper, which shall be The Wall Street
Journal, of the occurrence of such Indenture Default within 30 days from the
date of such Indenture Default, unless demand for payment under the Guarantees
shall previously have been made by the Indenture Trustee, but any failure to
publish such notice or any defect therein shall not affect in any way any rights
of the Indenture Trustee, the Secretary or any Obligee of a Obligation.
Within 30 days from the date of any demand for payment of the
Guarantees, the Secretary shall pay to the Indenture Trustee all the unpaid
interest to the date of such payment on, and the unpaid balance of the principal
of such Obligations in full, in cash; provided that, in the case of a demand
made as a result of an Indenture Default, the Secretary shall not be required to
make any such payment if (i) within such 30-day period (and prior to any payment
of the Guarantees by the Secretary), the Secretary finds either that there was
no Payment Default, or that such Payment
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Default was remedied prior to the demand for payment of the Guarantees, or (ii)
the Secretary assumes the Obligations prior to such demand and makes all
payments then in default in the manner provided in Section 6.09 of the
Indenture. In each such event the Guarantees shall continue in full force and
effect.
The Obligee of this Obligation, by the purchase and acceptance hereof,
hereby irrevocably appoints the Indenture Trustee and each other Obligee of any
Outstanding Obligation as agent and attorney-in-fact for the purpose of making
any demand for payment of the Guarantees, and (in the case of the Indenture
Trustee) of receiving and distributing such payment; provided that, no action or
failure to act by the Indenture Trustee shall affect the right of the Obligee of
this Obligation to take any action whatsoever permitted by law and not in
violation of the terms of this Obligation or of the Indenture.
Any amount payable by the Secretary under the Guarantees shall not be
subject to any claim or defense of the United States of America, the Secretary,
or others, whether by way of counter-claim, set-off, reduction or otherwise.
Further, the Obligee of this Obligation shall have no right, title or interest
in any collateral or security given by the Shipowner to the Secretary.
After payment of the Guarantees by the Secretary to the Indenture
Trustee, this Obligation (1) if it has not then been surrendered for
cancellation or canceled, shall represent only the right to receive payment in
cash of an amount (less the amount, if any, required to be withheld with respect
to transfer or other taxes on payments to the Obligee of this Obligation) equal
to the unpaid principal amount hereof and the unpaid interest accrued hereon to
the date on which the Secretary shall have paid the Guarantees in full in cash
to the Indenture Trustee, (2) shall otherwise no longer constitute or represent
an obligation of the Shipowner, and (3) shall not be entitled to any other
rights or benefits provided in the Indenture, subject to Section 6.08 of the
Indenture.
The Obligations (including this Obligation) may be redeemed at any time
following April 14, 2001, upon the terms and conditions provided in the
Indenture, in whole or in part, at the option of the Shipowner, at any time or
from time to time upon at least 30 and not more than 60 days prior notice given
as provided in the Indenture, at a redemption price equal to 100% of the
principal amount hereof, being so redeemed, together with the interest accrued
thereon to the date fixed for redemption, plus the Make Whole Premium (as herein
after defined).
The "Make-Whole Premium" with respect to any optional redemption of
Obligations shall be determined by the Indenture Trustee two business days prior
to the date fixed for such redemption and shall be equal to the excess, if any,
of (i) the sum of the respective Present Values (as defined below) of the amount
of such redemption over (ii) 100% of the aggregate principal amount being
redeemed on such date; provided that, the Make-Whole Premium shall in no event
be less than zero.
The "Present Value" of each optional redemption shall be determined by
discounting on a semi-annual basis each "Prospective Payment" (as defined
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below) at the Treasury Rate" (as defined below) for the period from the date on
which such Prospective Payment was scheduled to be paid to the applicable date
of redemption plus 0.25%.
"Prospective Payment" means, with respect to any redemption: (i) each
scheduled interest payment on the scheduled principal amount being redeemed,
excluding any portion of any such interest payment accrued as of the date of
redemption, plus (ii) the scheduled principal amount being redeemed.
"Treasury Rate" means the rate per annum (expressed as a semi-annual
equivalent) determined by the Indenture Trustee to be the per annum rate equal
to the semi-annual yields to maturity of the issue of actively traded United
States Treasury securities having a maturity equal to the "Weighted Average Life
to Final Maturity" (as defined below); provided, however, that if such Weighted
Average Life to Final Maturity is not equal to the maturity of an actively
traded United States Treasury security (rounded to the nearest one-twelfth of a
year), such yield shall be obtained by linear interpolation from the yields of
actively traded United States Treasury securities having the greater maturity
closest to and the lesser maturity closest to such Weighted Average Life to
Final Maturity. The yields shall be determined by reference to the yields as
indicated by Telerate Access Service (page 500 or the relevant page at the date
of determination indicating such yields) or, if such data cease to be available,
any publicly available sources of similar market data selected by the Indenture
Trustee as of the applicable time of determination.
"Weighted Average Life to Final Maturity" means the number of years
(rounded up to the nearest one-twelfth of a year) obtained by dividing: (i) the
then "Remaining Dollar Years" (as defined below) by (ii) the total amount of the
then remaining aggregate unpaid principal amount of the Obligations without
giving effect to such redemption.
"Remaining Dollar Years" means the sum of the products obtained by
multiplying: (i) the amount of each remaining scheduled payment of principal of
the Obligation without giving effect to such redemption by (ii) the number of
years (rounded to the nearest one-twelfth of a year) which will elapse between
the date of redemption and the applicable mandatory redemption date for the
principal amount being redeemed.
Obligations optionally redeemed by the Shipowner or purchased or
otherwise acquired by the Shipowner and delivered in accordance with terms of
the Indenture to the Trustee for cancellation shall be applied at 100% of the
principal amount thereof pro rata to succeeding "Mandatory Sinking Fund
Redemptions" (as defined below) and at maturity.
The Obligations (including this Obligation) are also subject to
redemption, upon the terms and conditions provided in the Indenture and upon
like notice, through the operation of a mandatory sinking fund providing for the
redemption semiannually on each April 15 and October 15, commencing on the
earlier of October 15, 2002 or six months after the Delivery Date, at 100% of
the principal amount thereof plus interest accrued thereon to such date, of a
principal amount of such Obligations equal to $770,000 and on the earlier of
April 15, 2027, or the twenty-fifth anniversary of the Delivery Date, the entire
unpaid principal amount of the
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Outstanding Obligations shall be paid in full, together with all interest
accrued thereon to such date (a "Mandatory Sinking Fund Redemption").
The Obligations (including this Obligation) are also subject to
mandatory redemption without premium, upon the terms and conditions provided in
the Indenture, in whole or in part, at 100% of the principal amount thereof,
plus interest accrued thereon to the date of redemption, upon at least 30 and
not more than 60 days prior notice (a) in the event that Obligations must be
redeemed so that the principal amount of all Obligations Outstanding after such
redemption will not exceed 87.5% of the Depreciated Actual Cost or Actual Cost,
as determined by the Secretary, of the Vessel, (b) in the event of an actual,
constructive, agreed or compromised total loss of, or requisition of title to,
or seizure or forfeiture of, the Vessel, or (c) in the event of termination of a
contract relating to the construction of the Vessel. If the principal amount of
Outstanding Obligations is reduced by reason of any redemption described in this
paragraph, the principal amount of Obligations subject to Mandatory Sinking Fund
Redemptions in the future shall be reduced as provided in the Indenture.
The Obligations (including this Obligation) may also be redeemed
without premium upon the terms and conditions provided in the Indenture, in
whole or in part, at the option of the Secretary, at any time following an
assumption of the Obligations and the Indenture by the Secretary, upon at least
40 and not more than 60 days prior notice given as provided in the Indenture, at
a Redemption Price equal to 100% of the principal amount to be redeemed, plus
interest accrued to the date fixed for redemption.
Any optional redemption shall be subject to the receipt of the
redemption moneys by the Indenture Trustee or any Paying Agent. Obligations
called for redemption shall (unless the Shipowner shall cancel the proposed
optional redemption) cease to bear interest on and after the date fixed for
redemption.
As provided in the Indenture and to the extent permitted thereby,
compliance by the Shipowner with any of the terms of the Indenture may be
waived, and the Indenture and the rights and obligations of the Shipowner, and
the rights of the Obligees of the Obligations (including this Obligation)
thereunder may be modified, at any time with the prior consent of the Secretary,
and except as otherwise expressly provided in the Indenture, the consent of the
Obligees of at least 60% in principal amount of the Outstanding Obligations
affected thereby in the manner and subject to the limitations set forth in the
Indenture; provided that, no such waiver or modification shall (1) without the
consent of the Obligee of each Obligation affected thereby: (a) change the
Stated Maturity or reduce the principal amount of any Obligation, (b) extend the
time of payment of, or reduce the rate of, interest thereon, (c) change the due
date of or reduce the amount of any sinking fund payment, (d) reduce any premium
payable upon the redemption thereof, or (e) change the coin or currency in which
any Obligation or the interest thereon is payable; or (2) without the consent of
all Obligees of Obligations: (a) terminate or modify any of the Guarantees or
the obligations of the United States of America thereunder, (b) reduce the
amount of any of the Guarantees, (c) eliminate, modify or condition the duties
of the Indenture Trustee to demand payment of the Guarantees, (d) eliminate or
reduce the eligibility
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requirements of the Indenture Trustee, or (e) reduce the percentage of principal
amount of Obligations the consent of whose Obligees is required for any such
modification or waiver.
The Indenture provides that the Obligations (including this Obligation)
shall no longer be entitled to any benefit provided therein if the Obligations
shall have become due and payable at Maturity (whether by redemption or
otherwise) and funds sufficient for the payment thereof (including interest to
the date fixed for such payment, together with any premium thereon) and
available for such payment (1) shall be held by the Indenture Trustee or any
Paying Agent, or (2) shall have been so held and shall thereafter have been paid
to the Shipowner after having been unclaimed for 6 years after the date of
maturity thereof (whether by redemption or otherwise) or the date of payment of
the Guarantees, except for the right (if any), of the Obligee to receive payment
from the Shipowner of any amounts paid to the Shipowner as provided in (2) above
with respect to this Obligation, all subject to the provisions of Section 6.08
of the Indenture.
This Obligation is transferable by the registered Obligee or by his
duly authorized attorney, at the Corporate Trust Office of the Indenture
Trustee, upon surrender or cancellation of this Obligation, accompanied by an
instrument of transfer in form satisfactory to the Shipowner and the Indenture
Trustee, duly executed by the registered Obligee hereof or his attorney duly
authorized in writing, and thereupon a new, fully registered Obligation or
Obligations of like series and maturity for the same aggregate principal amount
will be issued to the transferee in exchange therefor, each in the principal
amount $1,000 or any integral multiple thereof, subject to the provisions of the
Indenture. The Indenture provides that the Shipowner shall not be required to
make transfers or exchanges of (1) Obligations for a period of 15 days
immediately prior to an interest payment date, (2) Obligations after demand for
payment of the Guarantees and prior to payment thereof or rescission of such
demand as provided in Section 6.02(a) of the Indenture, or (3) Obligations which
have been selected for redemption in whole or in part.
The Shipowner, the Secretary, the Indenture Trustee and any Paying
Agent for the payment of Obligations will treat the person in whose name this
Obligation is registered as the absolute owner thereof for all purposes, and
this rule may not be altered by any notice to the contrary to any of these
entities, whether this Obligation shall be past due or not.
No recourse shall be had for the payment of principal of, or the
interest or premium (if any) on, this Obligation, or for any claim based hereon
or on the Indenture, against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, limited partner, member, officer
or director of the Shipowner or of any successor company, either directly or
indirectly, and all such liability being expressly waived and released by the
acceptance of this Obligation and by the terms of the Indenture. So long as the
Guarantee is in effect, there shall be no recourse against the Shipowner.
Neither this Obligation nor the Guarantee endorsed hereon shall be
valid or become obligatory for any purpose until the Indenture Trustee shall
have fully signed the authentication certificate endorsed hereon.
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IN WITNESS WHEREOF, the Shipowner has caused this Obligation to be duly
executed by the manual or facsimile signatures of its duly authorized officers.
SHIPOWNER:
CAPE COD LIGHT, L.L.C.
By: DELTA QUEEN COASTAL VOYAGES, L.L.C.,
its Managing Member
By: THE DELTA QUEEN STEAMBOAT CO.,
its Managing Member
By: /s/ Randall L. Talcott
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Name Randall L. Talcott
Its Vice President
ATTEST
By /s/ Jordan B. Allen
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Name Jordan B. Allen
Its Executive Vice President
Dated: October 16, 2000
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GUARANTEE OF THE UNITED STATES OF AMERICA
The United States of America, represented by the Secretary of
Transportation, acting by and through the Maritime Administrator, pursuant to
Title XI of the Merchant Marine Act, 1936, as amended, hereby guarantees to the
holder of the Obligation annexed hereto, upon demand of the holder or his agent,
payment of the unpaid interest on, and the unpaid balance of the principal of,
such Obligation, including interest accruing between the date of default under
such Obligation, and the payment in full of the Obligation under this Guarantee.
The full faith and credit of the United States of America is pledged to the
payment of this Guarantee. The validity of this Guarantee is incontestable in
the hands of any holder of such Obligation. Payment of this Guarantee will be
made in accordance with the provisions of such Obligation.
UNITED STATES OF AMERICA
[UNITED STATES OF AMERICA DEPARTMENT SECRETARY OF TRANSPORTATION
OF TRANSPORTATION LOGO]
BY: /S/ JOHN E. GRAYKOWSKI
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JOHN E. GRAYKOWSKI
ACTING MARITIME ADMINISTRATOR
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the Obligations described in the Indenture and the
foregoing Guarantee is one of the Guarantees described in the Authorization
Agreement.
INDENTURE TRUSTEE: THE BANK OF NEW YORK
By: /s/ Mary LaGumina
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Name: Mary LaGumina
Title: Vice President
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PAYMENTS ON ACCOUNT OF PRINCIPAL
Amount of Balance of Authorized
Payment Date Principal Paid Principal Unpaid Signature
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