EXHIBIT 4.3
Exhibit A
to Indenture
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FORM OF SERIES 1997-B SECURED NOTE
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Owner Trustee under the Trust Agreement
Series 1997-B Secured Non-Recourse Note
Due _____
Sale and Charter of One Double Hulled Product Tanker
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Registered No. ___________
$ ____________ New York, New York
_________, 199_
Interest Rate Per Annum: _____%
FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not
in its individual capacity but solely as Owner Trustee under the Trust
Agreement, dated as of September 30, 1997, as amended (the "Trust Agreement"),
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among the Owner Participant named therein and the Owner Trustee, for value
received hereby promises to pay to State Street Bank and Trust Company, or
registered assigns, on or before July 31, 2015, as herein provided, the
principal sum of ($ __________), and to pay interest on this
Secured Note from time to time from the date hereof until the principal amount
hereof shall have been paid in full, at the rate of _____% per annum (based on a
360-day year of twelve 30-day months), and (to the extent not prohibited by
applicable law) to pay interest on any overdue principal and interest at the
Overdue Rate. The principal of this Secured Note shall be payable on each
January 31 or July 31, or both, in accordance with the schedule annexed hereto.
The first payment of accrued and unpaid interest on this Secured Note shall be
payable on January 31, 1998. Thereafter, subject to Section 2.03(b) of the
Indenture (as defined below), all accrued and unpaid interest on this Secured
Note shall be payable on each January 31, and July 31 in each year.
This Secured Note has been issued by the Owner Trustee pursuant to the terms of
the Trust Indenture, Mortgage, Assignment of Charter and Security Agreement,
dated as of September 29, 1997 (the "Indenture"), between the Owner Trustee and
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State Street Bank and Trust Company, not in its individual capacity but solely
as Indenture Trustee thereunder (the "Indenture Trustee"). Capitalized terms
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used in this Secured Note and not otherwise defined shall have the respective
meanings assigned to them in the Indenture.
Each payment of principal and interest shall be due and payable at the times,
places and in the manner as specified herein and in the Indenture.
Each payment on this Secured Note shall be applied, first, to the payment of
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accrued interest on this Secured Note to the date of such payment, and second,
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to the payment of any principal on this Secured Note then due hereunder.
This Secured Note is the Series 1997-B Secured Note of the Owner Trustee, issued
pursuant to the Indenture, which, together with, any Additional Notes and any
note or notes issued upon a transfer in exchange or substitution for
respectively therefor in accordance with the terms of the Indenture, are equally
and ratably secured by the Indenture, except as expressly provided therein. The
property of the Owner Trustee (excluding Excepted Payments) included in the
Indenture Estate is pledged or mortgaged to the Indenture Trustee to the extent
provided in the Indenture as security for the payment of the principal of and
interest on this Secured Note under the Indenture. Reference is hereby made to
the Indenture for a description of the Indenture Estate, and for a statement of
the rights of the Holders of, and the nature and extent of the security for,
this Secured Note and of the rights of, and the nature and extent of the
security for, the Holders of the other Secured Notes and of certain rights of
the Owner Trustee and the Owner Participant, as well as for a statement of the
terms and conditions of the trust created by the Indenture, to all of which
terms and conditions in the Indenture the Holder agrees by its acceptance of
this Secured Note.
This Secured Note is subject to redemption, in whole, all as specified in
Article III of the Indenture. This Secured Note is also subject to refunding,
assumption or purchase, all as specified in Sections 3.02, 3.04, 3.05 and 3.06
of the Indenture.
In the event an Indenture Event of Default shall occur and be continuing, the
unpaid balance of the principal of the Secured Note, together with all accrued
but unpaid interest, may be declared or may otherwise become due and payable in
the manner and with the effect provided in Article V of the Indenture.
The Secured Note is issuable only as a registered note. There shall be
maintained a note register for the purpose of registering transfers and
exchanges of the Secured Note at the principal corporate trust office of the
Indenture Trustee, or of any successor Indenture Trustee, in the manner provided
in Section 2.05 of the Indenture. The Owner Trustee and the Indenture Trustee
shall deem and treat the Person in whose name this Secured Note is registered on
the Note Register as the absolute owner hereof (whether or not this Secured Note
shall be overdue) for the purpose of receiving payments of principal and
interest and for all other purposes, and neither the Owner Trustee nor the
Indenture Trustee shall be affected by any notice to the contrary.
All payments of principal and interest to be made by the Owner Trustee and,
except as otherwise provided in the Operative Documents, all payments of any
other amounts payable by or on
A-1-2
behalf of the Owner Trustee under the Secured Note or under the Indenture, shall
be made only from the income and proceeds from the Indenture Estate, and only to
the extent that the Indenture Trustee shall have received sufficient income and
proceeds from the Indenture Estate to make such payments in accordance with the
Indenture. The Holder, by its acceptance of this Secured Note, agrees that it
will look solely to the income and proceeds from the Indenture Estate to the
extent available for payment as provided in the Indenture, and that none of the
Owner Participant, the Owner Trustee, the Trust Company, or the Indenture
Trustee (whether in its individual or trust capacity) shall be personally liable
to the Indenture Trustee or to the Holder for any amounts payable under this
Secured Note, nor, except as specifically provided in the Indenture or any other
Operative Document, for any amounts payable or any liability, under the
Indenture.
This Secured Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Indenture Trustee.
No delay or omission of the Holder to exercise its rights hereunder shall impair
any such right or power or shall be construed to be a waiver of any Indenture
Event of Default, or an acquiescence therein. No waiver of any Indenture Event
of Default shall be construed, taken or held to be a waiver of any other
Indenture Event of Default, or a waiver, acquiescence in, or consent to any
further or succeeding Indenture Event of Default. The Owner Trustee waives
demand, notice and protest in any defense by reason of extension of time for
payment or other indulgence granted by the Holder.
THIS SECURED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the Owner Trustee has caused this Secured Note to be duly
executed.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Owner Trustee under the Trust Agreement
By: ______________________________
Title: _____________________________
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Certificate of Authentication
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This is the Series 1997-B Secured Note of FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Owner Trustee described in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but solely as
Indenture Trustee
By: _________________________
Title: ________________________
Series 1997-B Secured Note
Amortization Schedule
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Schedule of Principal Payments
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SERIES 1997-B SECURED NOTE
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Scheduled Payment
as a Percentage of Scheduled
Regular Unpaid Principal Payments
Distribution Date Amount of Principal
----------------- ------ ------------
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January 31, 1998 0.75499537 277,189
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July 31, 1998 0 0
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January 31, 1999 2.54474246 927,223
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July 31, 1999 0 0
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January 31, 2000 2.52891135 898,006
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July 31, 2000 0 0
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January 31, 2001 2.81707146 975,033
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July 31, 2001 0 0
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January 31, 2002 3.08321166 1,037,086
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July 31, 2002 0 0
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January 31, 2003 3.39586269 1,107,033
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July 31, 2003 0 0
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January 31, 2004 3.74998690 1,180,962
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July 31, 2004 0.17099139 51,830
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January 31, 2005 3.96536138 1,199,904
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July 31, 2005 0.01095330 3,183
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January 31, 2006 5.08333215 1,477,041
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July 31, 2006 0.18376686 50,682
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January 31, 2007 6.01508353 1,655,882
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July 31, 2007 0 0
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January 31, 2008 8.48319322 2,194,852
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EXHB-1
Schedule of Principal Payments
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SERIES 1997-B SECURED NOTE
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Scheduled Payment
as a Percentage of Scheduled
Regular Unpaid Principal Payments
Distribution Date Amount of Principal
----------------- ------ ------------
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July 31, 2008 0 0
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January 31, 2009 8.74609671 2,070,909
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July 31, 2009 9.06748380 1,959,228
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January 31, 2010 14.16159960 2,782,465
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July 31, 2010 0 0
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January 31, 2011 15.00340458 2,530,398
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July 31, 2011 0 0
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January 31, 2012 0.23895204 34,254
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July 31, 2012 28.50390606 4,076,298
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January 31, 2013 26.54485648 2,714,090
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July 31, 2013 0 0
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January 31, 2014 47.90577185 3,597,940
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July 31, 2014 0 0
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January 31, 2015 52.78399146 2,065,180
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July 31, 2015 100.00000000 1,847,332
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