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EXHIBIT 4(II)(g)(2)
EXHIBIT A
PROMISSORY NOTE
US$84,500,000.00 Date: October 18, 2000
FOR VALUE RECEIVED, the undersigned, OCEANIC SHIP CO., a Delaware
corporation (the "Maker") hereby promises to pay to the order of HAL ANTILLEN
N.V., a Netherlands Antilles corporation (the "Holder") the principal amount of
Eighty-Four Million Five Hundred Thousand and No/100 Dollars (US$84,500,000.00),
together with interest on the unpaid principal amount thereof at a rate per
annum equal from time to time to the Reference Rate (as hereafter defined) and,
if default shall occur in the payment when due (whether by acceleration or
otherwise) of any principal or interest amount hereunder, from the maturity of
that amount until it is paid in full at a rate per annum equal to the Reference
Rate plus two percent (2.0%) per annum. As used herein, "Reference Rate" means,
on any date, the rate of interest publicly announced from time to time by U.S.
Bank, National Association ("Bank") in Seattle, Washington, as its "reference
rate" or any similar successor rate announced from time to time by Bank or its
successor (the "Reference Rate"). Any change in the Reference Rate shall take
effect at the opening of business on the day specified in the public
announcement of a change in the Bank's reference rate or any similar successor
rate announced from time to time by Bank or its successor. Notwithstanding
anything herein to the contrary, interest shall not accrue at a rate in excess
of the maximum rate permitted by applicable law. Holder shall provide notice to
Maker of each change in the Reference Rate. Interest shall be calculated based
on a 360 day year, for actual days elapsed.
1. Maker shall repay to Holder the principal amount of the loan
evidenced by this Note in equal consecutive semi-annual installments commencing
on March 31, 2001, and continuing on each September 30th and March 31st
thereafter in an amount equal to Five Million, Seventy Thousand and No/100
Dollars ($5,070,000.00), and shall repay the balance of the principal
outstanding hereunder on or before January 18, 2007.
2. Maker shall pay interest on the unpaid principal amount of
this Note from the date hereof until all amounts due hereunder are fully paid,
in arrears on the first business day of each calendar month, commencing on
November 1, 2000, except that interest shall be payable on demand after and
during the continuance of a default in the payment of any amount when due
hereunder.
3. All payments of principal and of interest on this Note shall
be made to Holder in United States Dollars in immediately available funds at c/o
Holland America Line-Westours Inc., 300 Elliott Ave. West, Seattle, WA 98119, or
at such other address as Holder shall from time to time designate. Holder may
require all payments hereunder to be made by wire transfer to such account as
Holder may designate.
4. Maker shall have the right to prepay this Note or any portion
hereof at any time,
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without premium or penalty. Prepayments of principal shall be applied in inverse
order of maturity.
5. Payments made hereunder shall be applied: first, against fees
and expenses due hereunder; second, against interest due on amounts in default,
if any; third, against interest due hereunder; and fourth, against principal due
hereunder.
6. Each maker, surety, guarantor and endorser of this Note
expressly waives all notices, demands for payment, presentations for payment,
notices of intention to accelerate the maturity, protest and notice of protest
as to this Note, except for notices expressly provided for in this Note, the
Preferred Ship Mortgage referred to below and any other document securing this
Note, if any.
7. It is expressly provided that upon
(a) default in the payment of principal hereunder, as the same
shall become due and payable, or
(b) default in the payment of interest hereunder, as the same
shall become due and payable, which default shall continue for five (5)
or more business days,
the entire remaining unpaid balance of the principal and interest may, at the
option of Holder, be declared to be immediately due and payable.
8. If a default shall occur in the payment when due of any amount
hereunder, and this Note is placed in the hands of an attorney for collection,
or suit is brought on the same, or the same is collected through bankruptcy or
other judicial proceedings, then Maker agrees and promises to reimburse Holder
for actual costs incurred in connection therewith, including reasonable
attorney's fee, collection costs and all out-of-pocket expenses incurred by
Holder.
9. Maker's obligations under this Note are secured by that
certain Preferred Ship Mortgage executed and delivered on the date of this Note
by Maker to Holder with respect to the United States flag vessel ms PATRIOT,
Official Number 1103207 and an Assignment of Insurances executed and delivered
on the date of this Note by Maker to Holder with respect to said vessel.
10. Maker will keep a register of this note wherein the name of
HAL Antillen N.V., a Netherlands Antilles corporation, will be entered as the
holder of the Note. Only the registered holder of the Note on a payment date
shall be entitled to receive payment of principal and/or interest on the Note. A
holder of the Note can transfer the right to receive payments of principal
and/or interest on the Note only by providing notice of the intended transfer to
the Maker and such transfer shall become effective only upon entry by the Maker
of the transferee's name in the register as the holder of the Note. Any transfer
shall only be made to or for the benefit of an affiliate of Holder except that
if a default shall be continuing in the payment when due of any amount hereunder
and Holder shall reasonably determine that it is necessary or desirable to
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transfer its rights under this Note to a citizen of the United States as defined
in the Shipping Act, 1916, as amended, it may do so even if such citizen is not
an affiliate of Holder.
11. This Note has been executed and delivered in and shall be
governed by and construed in accordance with the laws of the State of
Washington, without regard to its conflicts of law rules, it being the intent
that the substantive laws of Washington shall always apply. Maker hereby
irrevocably submits to the non-exclusive jurisdiction of any state or federal
court sitting in Seattle, King County, Washington, in any action or proceeding
brought to enforce or otherwise arising out of or relating to this Note and
irrevocably waives to the fullest extent permitted by law any objection which it
may now or hereafter have to the laying of venue in any such action or
proceeding in any such forum, and hereby further irrevocably waives any claim
that any such forum is an inconvenient forum.
NOTICE TO MAKER: ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
OR TO FOREBEAR FROM COLLECTION OF A DEBT
ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
IN WITNESS WHEREOF, Maker has executed this Note the day and year first
above written.
OCEANIC SHIP CO.,
a Delaware Corporation
By /s/ JORDAN B. ALLEN
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Its Executive Vice President