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EXHIBIT 4.(ii)(d)(15)
S P E C I M E N B O N D
CUSIP NO. 390543 AC 0
$_________ No. _____
UNITED STATES GOVERNMENT GUARANTEED
SHIP FINANCING BOND, INDEPENDENCE SERIES B
7.46% Sinking Fund Bond Due December 7, 2015
Issued by
GREAT INDEPENDENCE SHIP CO.
Principal and interest guaranteed under Title XI of the Merchant
Marine Act, 1936, as amended.
Great Independence Ship Co., a Delaware corporation (herein called the
"Shipowner"), FOR VALUE RECEIVED, promises to pay to __________________ or
registered assigns, the principal sum of
_________________________________________________________________________
($_________) on December 7, 2015, and to pay interest semi-annually on June 7
and December 7 of each year, commencing December 7, 1996, on the unpaid
principal amount of this 2015 Bond (as hereinafter defined) at the rate of
7.46% 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 2015 Bond to which interest on the 2015 Bonds has been paid
(unless the date hereof is the date to which interest on the 2015 Bonds has
been paid, in which case from the date of this 2015 Bond), or if no interest
has been paid on the 2015 Bonds since the original issue date (as defined in
the Indenture hereinafter mentioned) of this 2015 Bond, from such 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 2015 Bond, as well as any
premium hereon in case of certain redemptions hereof prior
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to maturity, are payable to the registered owner hereof at the Corporate Trust
Office of the Indenture Trustee, 101 Barclay Street, Floor 7 East, New York,
New York 10286, or at the offices or agencies which may be maintained from time
by the Shipowner for such purposes in any coin or currency of the United States
of
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America which at the time of payment is legal tender for the payment of public
and private debts therein; provided that, interest may be paid at the option of
the Shipowner 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 provided further, that the Shipowner and the registered owner hereof may
enter into other arrangements as to payment in accordance with the Special
Provisions of the Indenture.
This 2015 Bond is one of an issue of obligations of the Shipowner of
$6,903,000 aggregate principal amount consisting of $3,363,000 principal amount
of floating rate notes due December 7, 2005 and $3,540,000 principal amount of
7.46% sinking fund bonds due December 7, 2015 (the "2015 Bonds"), designated as
its "United States Government Guaranteed Ship Financing Obligations,
Independence Series B" (collectively, the "Additional Obligations"). The
Shipowner has previously issued obligations in the aggregate principal amount
of $26,429,000, consisting of $13,214,000 principal amount of floating rate
notes due December 7, 2005 and $13,215,000 principal amount of 6.84% sinking
fund bonds due December 7, 2015, designated as its "United States Government
Guaranteed Ship Financing Obligations, Independence Series A" (the "Original
Obligations", and together with the Additional Obligations, herein collectively
referred to as the "Obligations"). The Obligations are all issued or to be
issued under a Trust Indenture dated as of December 7, 1995, as supplemented by
Supplemental Indenture No. 1 dated as of March 28, 1996 (said Trust Indenture,
as the same has been amended, modified and supplemented by said Supplemental
Indenture No. 1 and as the same may be further amended, modified or
supplemented from time to time as permitted thereunder, herein called the
"Indenture"), between the Shipowner and The Bank of New York, a New York
banking corporation, as Indenture Trustee (said Indenture Trustee, and its
successors as defined in the Indenture, herein called the "Indenture Trustee")
to aid in financing the cost of the reconstruction by the Shipowner of the
Vessel (as defined in the Indenture). Reference is hereby made to the
Indenture for a definition of certain terms used herein and a description of
the rights, limitations of rights,
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obligations, duties and immunities thereunder of the Shipowner and the
Indenture Trustee, and the rights and limitations of rights of the Holders of
the Obligations. This 2015 Bond is one of the 2015 Bonds referred to above.
In accordance with the terms of an Authorization Agreement dated as of
December 7, 1995, as amended by Amendment No. 1 to Authorization Agreement
dated as of March 28, 1996, and as modified by the Secretary's Determination
dated as of March 28, 1996 (said Authorization Agreement, as so amended and
modified, and as the same may be further amended from time to time as permitted
thereunder, herein called the "Authorization Agreement"), between the United
States of America, represented by the Secretary of Transportation, acting by
and through the Maritime Administrator (herein called the "Secretary"), and the
Indenture Trustee and by endorsement of the guarantee of the United States of
America (herein collectively called the "Guarantees") on each of the
Obligations and the authentication and delivery of the Guarantees by the
Indenture Trustee, all pursuant to Title XI of the Merchant Marine Act, 1936,
as amended, and in effect on December 7, 1995 (herein called the "Act"), the
Obligations are or will be guaranteed by the United States of America pursuant
to the Authorization Agreement and 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 and the Indenture Trustee, and the rights and limitations of rights
of the Holders 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
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DEFAULT UNDER A GUARANTEED OBLIGATION AND THE PAYMENT IN FULL
OF THE GUARANTEE."
If an Indenture Default (defined in Section 6.01 of Exhibit 1 to the
Indenture as a Payment Default, or the giving of a Secretary's Notice) 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 Holder 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 Newspapers, which shall be The
Wall Street Journal (all editions) and The Journal of Commerce, 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 or any Holder of an Obligation with respect to such Indenture
Default.
Within 30 days from the date of any demand for payment of the
Guarantees, the Secretary shall pay to the Indenture Trustee, as agent and
attorney-in-fact for the Holders of the Outstanding Obligations (including this
2015 Bond), 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 a Payment Default, the
Secretary shall not be required to make any such payment if within such 30-day
period (and prior to any payment of the Guarantees by the Secretary), the
Secretary finds either that
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there was no Payment Default, or that such Payment Default was remedied prior
to the demand for payment of the Guarantees, in which event the Guarantees
shall continue in full force and effect.
The Holder of this 2015 Bond, by the purchase and acceptance hereof,
hereby irrevocably appoints the Indenture Trustee and each other Holder 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 Holder
of this 2015 Bond to take any action whatsoever permitted by law and not in
violation of the terms of this 2015 Bond or of the Indenture.
In the event of (a) a default, continued for 25 days, in the payment
of the principal of or interest on the Obligations (including this 2015 Bond)
when due, or (b) any default under the security agreement, the mortgage or any
related agreement between the Secretary and the Shipowner, the Secretary shall
have the right to and may, in its discretion by written notice given to the
Indenture Trustee on or after said 25-day period or after such default but
prior to receipt by the Secretary of a demand in accordance with the Indenture
for payment under the Guarantees, assume all of the rights and obligations of
the Shipowner under the Indenture and the Obligations, and if such default
relates to the payment of the principal of and interest on the Obligations,
make all payments then in default under the Obligations.
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 Holder of this 2015 Bond 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 2015 Bond (1) if it has not then been surrendered for
cancellation or cancelled, shall represent only
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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 Holder of this 2015 Bond) 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.
On and after June 7, 1996, the 2015 Bonds (including this 2015 Bond)
may be redeemed 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 the following redemption prices (expressed in percentages
of the principal amount), together with the interest accrued thereon to the
date fixed for redemption:
If Redeemed During the
6-Month Period Ending
on or Prior to: Percentage
---------------------- ----------
December 7, 1996 105.225%
June 7, 1997 104.950%
December 7, 1997 104.675%
June 7, 1998 104.400%
December 7, 1998 104.125%
June 7, 1999 103.850%
December 7, 1999 103.575%
June 7, 2000 103.300%
December 7, 2000 103.025%
June 7, 2001 102.750%
December 7, 2001 102.475%
June 7, 2002 102.200%
December 7, 2002 101.925%
June 7, 2003 101.650%
December 7, 2003 101.375%
June 7, 2004 101.100%
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December 7, 2004 100.825%
June 7, 2005 100.550%
December 7, 2005 100.275%
and thereafter to maturity at 100%, provided that, no such redemption shall be
made directly or indirectly, with the proceeds of, or in anticipation of,
borrowing by or for the account of the Shipowner guaranteed by the United
States of America.
The 2015 Bonds (including this 2015 Bond) 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 on June 7, 2006, and on each December 7 and June 7 thereafter to
and including June 7, 2015, at 100% of the principal amount thereof plus
interest accrued thereon to such date, of a principal amount of such 2015 Bonds
equal to $177,000 and on December 7, 2015, the entire unpaid principal amount
of the Outstanding 2015 Bonds shall be paid in full, together with all interest
accrued thereon to such date, provided that, notwithstanding the foregoing
provisions of this paragraph, that in case the principal amount of Outstanding
2015 Bonds shall be reduced by reason of redemption described in part (a) of
the next succeeding paragraph, the principal amount of 2015 Bonds to be
redeemed through the operation of the mandatory sinking fund on each subsequent
mandatory sinking fund redemption date shall be subject to reduction as
provided in the Indenture. In lieu of making all or any part of any such
mandatory sinking fund redemption, the Shipowner may, at its option, receive
credit for 2015 Bonds (not previously credited against a mandatory sinking fund
payment or which the Shipowner has advised the Indenture Trustee have been
credited with respect to a determination by the Secretary as to whether or not
the principal amount of Outstanding Obligations exceeds 87.5% of the
Depreciated Actual Cost of the Vessel, as determined by the Secretary under
Section 1104A(b)(2) of the Act) (i) redeemed pursuant to the optional sinking
fund redemption provided for in the last sentence of this paragraph, (ii)
redeemed by the Shipowner pursuant to the optional redemption at a premium
referred to above, or (iii)
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purchased or acquired by the Shipowner other than by redemption. 2015 Bonds so
credited shall be credited by the Indenture Trustee at 100% of the principal
amount thereof. In addition to any such mandatory sinking fund redemption, the
Shipowner may, at its option, redeem on the due date of any such mandatory
sinking fund redemption, at 100% of the principal amount thereof, plus interest
accrued thereon to such date, an additional principal amount of 2015 Bonds up
to the principal amount of 2015 Bonds required to be redeemed pursuant to such
mandatory sinking fund requirement on such date, and before any credit pursuant
to the preceding sentence; provided that, the right to make any such optional
sinking fund redemption shall not be cumulative.
The Obligations (including this 2015 Bond) are also subject to
redemption, upon the terms and conditions provided in the Indenture, 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
part, in the event that Obligations must be prepaid or redeemed so that the
principal amount of all Obligations Outstanding after such prepayment or
redemption will not exceed 87.5% of the Depreciated Actual Cost of the Vessel,
as determined by the Secretary, (b) in whole, 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 whole, in the event that,
after an assumption by the Secretary of the Obligations, a purchaser of the
Vessel from the Secretary does not assume all the rights and obligations of the
Shipowner under the Indenture relating to the Vessel.
The Obligations (including this 2015 Bond) may also be redeemed upon
the terms and conditions provided in the Indenture, in whole, at the option of
the Secretary, at any time following an assumption of the Obligations and the
Indenture by the Secretary and prior to any sale of the Vessel to a purchaser
which assumes the Shipowner's rights and obligations under the Obligations and
the Indenture, 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 to be redeemed, plus interest accrued to the date fixed for
redemption.
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Any optional redemption shall be subject to the receipt of the
redemption moneys by the Indenture Trustee or any Paying Agent. 2015 Bonds
called for redemption shall (unless the Shipowner shall default in the payment
of such 2015 Bonds at the applicable Redemption Price plus accrued interest)
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 Holders of the Obligations (including this 2015 Bond)
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 Holders 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 Holder 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 repayment or sinking fund
payment, (d) reduce any premium payable upon the prepayment or 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 Holders 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 requirements of the Indenture Trustee, or (e) reduce the percentage
of principal amount of Obligations the consent of whose Holders is required for
any such modification or waiver.
The Indenture provides that the Obligations (including this 2015 Bond)
shall no longer be entitled to any benefit provided therein if the Obligations
shall have become due and payable at
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Maturity (whether by repayment, prepayment, 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 repayment, prepayment, redemption or otherwise) or the date of payment of
the Guarantees, except for the right (if any), of the Holder to receive payment
from the Shipowner of any amounts paid to the Shipowner as provided in (2)
above with respect to this 2015 Bond, all subject to the provisions of Section
6.08 of Exhibit 1 to the Indenture.
This 2015 Bond is transferable by the registered Holder or by his duly
authorized attorney, at the Corporate Trust Office of the Indenture Trustee,
upon surrender or cancellation of this 2015 Bond, accompanied by an instrument
of transfer in form satisfactory to the Shipowner and the Indenture Trustee,
duly executed by the registered Holder hereof or his attorney duly authorized
in writing, and thereupon a new, fully registered 2015 Bond or 2015 Bonds of
like maturity for the same aggregate principal amount will be issued to the
transferee in exchange therefor, each in the principal amount of $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 Exhibit 1 to the Indenture, or (3) any
Obligation which has been selected for repayment, prepayment or redemption in
whole or in part, except as to the unpaid or unredeemed portion of any
Obligation being repaid, prepaid or redeemed in part.
The Shipowner, the Secretary, the Indenture Trustee and any office or
agency for the payment of Obligations may deem and treat the person in whose
name this 2015 Bond is registered as
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the absolute owner hereof for all purposes, and neither the Shipowner, the
Secretary, the Indenture Trustee, nor any such office or agency shall be
affected by any notice to the contrary, whether this 2015 Bond 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 2015 Bond, 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, officer or director of the
Shipowner or of any successor corporation, as such, either directly or through
the Shipowner or any such successor corporation, under any constitution,
statute or rule of law or by the enforcement of any assessment, or otherwise,
all such liability being expressly waived and released by the acceptance of
this 2015 Bond and by the terms of the Indenture.
Neither this 2015 Bond 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.
IN WITNESS WHEREOF, the Shipowner has caused this 2015 Bond to be duly
executed by the manual or facsimile signatures of its duly authorized officers
under its corporate seal or facsimile thereof.
Dated: ________________ GREAT INDEPENDENCE SHIP CO.
BY: _________________________
Attest:
______________________
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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 within Obligation, upon demand by 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 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
SECRETARY OF TRANSPORTATION
(SEAL OF THE DEPARTMENT
OF TRANSPORTATION)
BY:______________________
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.
THE BANK OF NEW YORK
Indenture Trustee
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BY:________________________
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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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