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EXHIBIT 4.(ii)(d)(13)
SUPPLEMENTAL INDENTURE NO. 1
Dated March 28, 1996
between
GREAT INDEPENDENCE SHIP CO.
Shipowner
and
THE BANK OF NEW YORK
Indenture Trustee
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SUPPLEMENTAL INDENTURE
NO. 1
Special Provisions
SUPPLEMENTAL INDENTURE NO. 1 dated March 28, 1996
("Supplemental Indenture No. 1") between (i) GREAT INDEPENDENCE SHIP CO., a
Delaware corporation (the "Shipowner"), and (ii) THE BANK OF NEW YORK, a New
York banking corporation, as Indenture Trustee under the Trust Indenture
mentioned below.
RECITALS:
A. The Shipowner and the Indenture Trustee have heretofore
executed and delivered a Trust Indenture dated December 7, 1995, (the "Original
Indenture" and, together with Supplemental Indenture No. 1, herein called the
"Indenture") relating to the Original Obligations.
B. Section 10.01 of Exhibit 1 to the Indenture permits
the Shipowner and the Indenture Trustee to enter into supplemental indentures
to the Indenture to set forth the terms and provisions of any additional
obligations of any series and Stated Maturity theretofore issued or of one or
more additional series of Obligations in accordance with Section 2.04 of said
Exhibit 1.
C. Pursuant to this Supplemental Indenture No. 1, the
Shipowner is authorizing the issuance under the Indenture of $6,903,000
principal amount of its obligations generally designated "United States
Government Guaranteed Ship Financing Obligations, Independence Series B", (the
"Additional Obligations") 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, which are the Additional Obligations
more fully described in and with the further series designation set forth in
Article Second hereof.
D. Under Amendment No. 1 to Authorization Agreement,
dated the date hereof, and pursuant to the Secretary's Determination, dated the
date hereof, the Secretary, on behalf of
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the United States, has agreed to execute on each of the Additional Obligations
authorized to be issued hereunder a Guarantee of the unpaid interest to the
date of payment on, and the unpaid balance of the principal of, such Additional
Obligations, and the Indenture Trustee is authorized to cause the Guarantees
bearing the facsimile signature of the Maritime Administrator and the facsimile
seal of the Department of Transportation to be imprinted on such Obligations
and to authenticate and deliver such Obligations and the Guarantees.
E. Pursuant to Section 1104A(b)(5) of Title XI the
Secretary has determined that the interest to be borne by the Additional
Obligations authorized to be issued hereunder (exclusive of charges for the
guarantee fee and service charges, if any) specified in Article Second hereof
is reasonable.
NOW, THEREFORE, in consideration of the premises, of the
covenants herein contained, of the purchase of the Obligations authorized to be
issued hereunder by the Holders thereof, and of other good and valuable
consideration, the receipt and adequacy of which the parties hereby
acknowledge, and for the equal and proportionate benefit of all present and
future Holders of the Obligations, the parties hereto agree as follows:
ARTICLE FIRST
RELATION TO INDENTURE; DEFINITIONS
This Supplemental Indenture No. 1 constitutes an integral part
of the Indenture.
For all purposes of this Supplemental Indenture No. 1:
(1) All references herein to Articles, Sections
or other subdivisions, unless otherwise specified, refer to
the corresponding Articles, Sections and other subdivisions of
this Supplemental Indenture;
(2) The terms "hereof", "herein", "hereby",
"hereto", "hereunder" and "herewith" refer to this
Supplemental Indenture; and
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(3) The capitalized terms used herein which are
defined in, or by reference in, Schedule A to the Indenture
shall have the meanings specified in said Schedule A unless
otherwise expressly defined herein.
ARTICLE SECOND
THE ADDITIONAL OBLIGATIONS
(a) The Additional Obligations authorized to be issued
hereunder shall be payable at the Corporate Trust Office of the Indenture
Trustee, 101 Barclay Street, Floor 7 East, New York, New York 10286,
telephone: (212) 815-5783, telecopy: (212) 815-5915, or at the office of any
Paying Agent from time to time established for such purpose, and shall consist
of:
(1) $3,363,000 principal amount of Additional
2005 Notes, which shall be in the form of Exhibit A to this Supplemental
Indenture No. 1; and
(2) $3,540,000 principal amount of Additional
2015 Bonds, which shall be in the form of Exhibit B to this Supplemental
Indenture No. 1.
The aggregate principal amount of Additional Obligations that
may be issued under this Supplemental Indenture No. 1 shall not exceed
$6,903,000 except as provided in Sections 2.09, 2.10, 2.12 and 3.10(b) of
Exhibit 1 to the Indenture.
(b) The Additional Obligations issued hereunder shall be
in the denominations of $1,000 or any integral multiple thereof.
(c) All actions necessary have been taken in order (1) to
make the Additional Obligations authorized to be issued hereunder when executed
by the Shipowner, authenticated by the Indenture Trustee and issued under the
Indenture, the valid, binding and legal obligations of the Shipowner, (2) to
make the Guarantees to be endorsed thereon when endorsed by the Secretary,
authenticated by the Indenture Trustee and delivered under the Indenture, the
valid, binding and legal obligations of the United States and (3) to make this
Supplemental Indenture No. 1 the valid, binding and legal agreement of the
parties hereto.
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ARTICLE THIRD
ADDITIONS, DELETIONS AND AMENDMENTS
TO ORIGINAL INDENTURE
(a) Article Third of the Special Provisions of the Original
Indenture is hereby amended by inserting the words "and Additional 2005 Notes"
after the words "2005 Notes" wherever the same shall appear.
(b) Article Fourth of the Special Provisions of the Original
Indenture is hereby amended by:
(1) deleting the word "and" before "(B)" and
substituting therefor ";" in the first paragraph of
subsection (a) and adding immediately preceding the words
", plus, in each case, interest accrued thereon to the
Redemption Date" at the end thereof the following:
";(C) for the Additional 2005 Notes, on June 7 and
December 7 of each year, commencing December 7, 1996, of
$177,000 principal amount of Additional 2005 Notes (or
such lesser principal amount of Additional 2005 Notes as
shall then be Outstanding) and (D) for the Additional
2015 Bonds, on June 7 and December 7 of each year,
commencing on June 7, 2006, of $177,000 principal amount
of Additional 2015 Bonds (or such lesser principal amount
of Additional 2015 Bonds as shall then be Outstanding)";
(2) adding the words "or Additional 2005 Notes" after
the words "2005 Notes" in subsection (c)(ii); and
(3) adding the words "or Additional 2015 Bonds" after
the words "2015 Bonds", wherever the same shall appear,
in subsection (d).
(c) The following definitions of "Additional Obligation",
"Additional 2005 Note", "Additional 2015 Bond",
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"Secretary's Determination" and "Supplemental Indenture No. 1" are hereby added
to Schedule A:
"`Additional Obligation' means each, and `Additional
Obligations' means every, United States Government Guaranteed Ship Financing
Obligation, Independence Series B, of the Shipowner permitted to be issued
pursuant to Supplemental Indenture No. 1.
`Additional 2005 Note' means each, and `Additional 2005 Notes'
means every, note designated as the variable rate note in Article Second (a)(1)
of the Special Provisions of Supplemental Indenture No. 1.
`Additional 2015 Bond' means each, and `Additional 2015 Bonds'
means every, bond designated as sinking fund bond in Article Second (a)(2) of
the Special Provisions of Supplemental Indenture No. 1.
`Secretary's Determination' means the Secretary's
Determination issued by the Secretary authorizing the Indenture Trustee to
authenticate the Additional Obligations and Guarantees.
`Supplemental Indenture No. 1' means that Supplemental
Indenture No. 1 dated as of March 28, 1996, between the Shipowner and the
Secretary."
(d) The definitions of "Obligation" and "Purchase Agreement"
in Schedule A are hereby amended to read as follows:
"`Obligation' means each, and `Obligations' means every,
Original Obligation and Additional Obligation of the Shipowner bearing a
Guarantee and authenticated and delivered pursuant to the Indenture and the
Authorization Agreement.
`Purchase Agreement' means collectively, those certain
agreements for the purchase of Obligations to be executed by the Shipowner and
the purchaser named therein, as originally executed or as modified or
supplemented in accordance with the provisions thereof."
ARTICLE FOURTH
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MISCELLANEOUS
(a) Except as specifically amended by this Supplemental
Indenture No. 1, the Indenture shall remain in full force and effect.
(b) The headings in this Supplemental Indenture No. 1 are for
convenience of reference only and shall not limit or otherwise affect the
meaning thereof.
(c) This Supplemental Indenture No. 1 may be executed in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(d) Notwithstanding any provision herein, in the event there
are any inconsistencies between the original of this document held by the
Secretary and the originals held by the parties hereto, the provisions of the
original held by the Secretary shall prevail.
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IN WITNESS WHEREOF, this Supplemental Indenture No. 1 has been
executed by the parties hereto on the day and year first above written.
GREAT INDEPENDENCE SHIP CO.
By /s/ Jordan B. Allen
____________________________
Name: Jordan B. Allen
Title: Vice President
Attest:
/s/ Kevin P. Callahan
______________________
THE BANK OF NEW YORK
By /s/ Mary LaGumina
____________________________
Name: Mary LaGumina
Title: Assistant Vice President
[SEAL]
Attest:
/s/ Paul J. Schmalzel
______________________
Paul J. Schmalzel
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