Exh. 10.3 NOTE
$33,000,000.00 Philadelphia, Pennsylvania
October 17, 1997
FOR VALUE RECEIVED, and intending to be legally bound hereby, the
undersigned, MARITRANS TANKERS INC., a Delaware corporation (the "Borrower"),
promises to pay to the order of MELLON BANK, N.A., with offices at Mellon Bank
Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the "Bank") the principal
sum of THIRTY-THREE MILLION DOLLARS ($33,000,000.00), or so much thereof as
may be advanced and outstanding from time to time, together with interest
accruing on the unpaid principal amount hereof outstanding from time to time
at the "Loan Rate" (as that term is defined in the "Credit Agreement" referred
to below), payable on the dates and terms provided below and subject to the
additional terms and conditions of the Credit Agreement.
Payments of principal, interest and other sums with respect to the
amounts owed hereunder shall be made on the terms and conditions provided in
the Credit Agreement and this Note. All payments of principal and interest
hereunder shall be due and payable at the above office of the Bank in
collected funds in U.S. Dollars at 12:00 o'clock Noon, prevailing Philadelphia
Time, on the day when due, by wire to:
Mellon Bank, N.A.
Philadelphia, PA 19103
ABA No. 000000000
Attention: Loan Administration
Wire Account No. 990873799
Reference: Maritrans Tankers Loan
or in such other manner or to such location or address as the holder of this
Note may designate from time to time, in every case without setoff,
counterclaim or other deduction of any nature.
This Note is executed and delivered by Borrower to Bank in connection
with, and is entitled to the benefits of and is subject to, a certain Credit
Agreement of even date herewith, as such agreement
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may be amended from time to time (the "Credit Agreement"), relating to
provision of up to $50,000,000 in revolving credit financing by Bank to
Borrower in connection with Xxxxxxxx's proposed acquisition of four (4)
vessels. This Note is the "Initial Note" referred to in the Credit Agreement,
which among other things provides for the acceleration of the maturity hereof
upon the occurrence of certain events and for prepayments in certain
circumstances and upon certain terms and conditions. This Note is secured as
provided in the Credit Agreement. Terms defined in the Credit Agreement have
the same meanings herein. Without limiting the foregoing, an "Event of
Default" under the Credit Agreement will be an "Event of Default" under this
Note. In the event of a conflict between this Note and the Credit Agreement,
the terms of the Credit Agreement will control.
WARRANT OF ATTORNEY TO CONFESS JUDGMENT. IF AN EVENT OF DEFAULT SHALL
OCCUR AND BE CONTINUING, BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS
ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD
IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER IN
ANY COURT IN AN APPROPRIATE ACTION THERE BROUGHT OR TO BE BROUGHT AGAINST
BORROWER AT THE SUIT OF BANK OR ANY HOLDER OF THIS NOTE, AND THEREIN TO
CONFESS JUDGMENT AGAINST BORROWER FOR ALL SUMS DUE BY BORROWER HEREIN TOGETHER
WITH COSTS OF SUIT AND AN ATTORNEY'S FEE FOR COLLECTION AS AFORESAID; AND FOR
SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A
SUFFICIENT WARRANT. THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ANY
EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED REPEATEDLY SO LONG AS ANY
OBLIGATIONS REMAIN OWING BY BORROWER UNDER THIS NOTE.
The Borrower hereby expressly waives presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this term loan note and the
credit agreement, and an action for amounts due hereunder for thereunder shall
immediately accrue.
This Note shall be governed by, construed and enforced in accordance
with the laws of the
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Commonwealth of Pennsylvania, as they may be pre-empted by the laws of the
United States of America.
Attest: (Seal) MARITRANS TANKERS INC.
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Assistant Secretary Vice President
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