Contract
Exhibit
99.3
THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
OFFERED, SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:
(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND
(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE, TRANSFER,
ENCUMBER OR OTHERWISE DISPOSE OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO
THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT:
(A) TO ARIES MARITIME TRANSPORT LIMITED (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF,
OR
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR
(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
(a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR TRANSFER AGENT’S, AS APPLICABLE, RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO
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CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
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ARIES MARITIME TRANSPORT LIMITED
7% Convertible Senior Note due 2015
| No. [ ] | $[ ] |
Aries Maritime Transport Limited, a company duly organized and validly existing under the laws
of Bermuda (herein called the “Company,” which term includes any successor corporation or other
entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [ ], or registered assigns, the principal sum of [ ] Dollars on
October 13, 2015, and interest thereon as set forth below.
This Note shall bear interest at the rate of 7% per year from October 13, 2009, or from the
most recent date to which interest had been paid or provided for to, but excluding, the next
scheduled Interest Payment Date until October 13, 2015. Interest is payable semi-annually in
arrears on each April 1 and October 1, commencing April 1, 2010, to holders of record at the close
of business on the preceding March 15 and September 15 (whether or not such day is a Business Day),
respectively.
Payment of the principal of and premium, if any, and accrued and unpaid interest on this Note
shall be made at the office or agency of the Company maintained for that purpose, in such lawful
money of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts. Interest on this Note shall be paid by wire transfer in
immediately available funds to the Person entitled thereto as it appears in the Note Register to
such Person’s account within the United States with appropriate wire instructions as shall have
been notified in writing to the Company (provided that in the absence of any such notification
payment will be mailed by check to the address of the Person entitled thereto as it appears in the
Note Register not later than the relevant Interest Record Date (or upon written application by such
Person to the Trustee and Paying Agent (if different from the Trustee)).
Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Note the right to convert this
Note shares of Common Stock of the Company on the terms and subject to the limitations set forth in
the Indenture. Such further provisions shall for all purposes have the same effect as though fully
set forth at this place.
This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with and governed by the laws of said State
(without regard to the conflicts of laws provisions thereof).
This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
| ARIES MARITIME TRANSPORT LIMITED | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | Chief Executive Officer | |||||
Dated: October , 2009
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
MARFIN EGNATIA BANK SOCIETE ANONYME
as Trustee, certifies that this is one of the Notes
described in the within-named Indenture.
MARFIN EGNATIA BANK SOCIETE ANONYME
as Trustee, certifies that this is one of the Notes
described in the within-named Indenture.
By: |
||||
[Signature Page to Note No. [ ]]
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ARIES MARITIME TRANSPORT LIMITED
7% Convertible Senior Note due 2015
7% Convertible Senior Note due 2015
This Note is one of a duly authorized issue of Notes of the Company, designated as its 7%
Convertible Senior Notes due 2015 (herein called the “Notes”), limited to the aggregate principal
amount of $145,000,000 all issued or to be issued under and pursuant to an Indenture dated as of
October 13, 2009 (herein called the “Indenture”), between the Company and Marfin Egnatia Bank
Societe Anonyme (herein called the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the
Notes.
In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of, premium, if any, and interest on all Notes may be declared, by either
the Trustee or Noteholders of not less than 25% in aggregate principal amount of Notes then
outstanding, and upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions and certain exceptions set forth in the Indenture, including
without limitation the payment of additional interest at a rate of 2.00% in accordance with the
terms and conditions set forth in the Indenture.
Subject to the terms and conditions of the Indenture, the Company will make all payments and
deliveries in respect of the Fundamental Change Repurchase Price and the principal amount on the
Maturity Date, as the case may be, to the holder who surrenders a Note to a Paying Agent to collect
such payments in respect of the Note. The Company will pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and private debts.
The Indenture contains provisions permitting the Company and the Trustee in certain
circumstances, without the consent of the holders of the Notes, and in other circumstances, with
the consent of the holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures
modifying the terms of the Indenture and the Notes as described therein. It is also provided in the
Indenture that, subject to certain exceptions, the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may on behalf of the holders of all of the Notes waive
any past Default or Event of Default under the Indenture and its consequences.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and accrued and unpaid interest, and Additional Interest, if any, on
this Note at the place, at the respective times, at the rate and in the lawful money herein
prescribed.
The Notes are issuable in registered form without coupons in denominations of $10,000
principal amount and integral multiples thereof. At the office or agency of the Company referred to
on the face hereof, and in the manner and subject to the limitations provided in the Indenture,
Notes may be exchanged for a like aggregate principal amount of Notes of other authorized
denominations, without payment of any service charge but, if required by the Company or Trustee,
with payment of a sum sufficient to cover any tax, assessments or other governmental charges that
may be imposed in connection therewith as a result of the name of the Noteholder of the new Notes
issued upon such exchange of Notes being different from the name of the Noteholder of the old Notes
surrendered for such exchange.
The Notes are not subject to redemption through the operation of any sinking fund or
otherwise.
Upon the occurrence of a Fundamental Change, the holder has the right, at such holder’s
option, to require the Company to repurchase for cash all of such holder’s Notes or any portion
thereof (in principal amounts of $10,000 or integral multiples thereof) on the Fundamental Change
Repurchase Date at a price equal to the Fundamental Change Repurchase Price.
Subject to the provisions of the Indenture, the holder hereof has the right, at its option,
during certain periods and upon the occurrence of certain conditions specified in the Indenture,
prior to the close of business on the
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Business Day immediately preceding the Maturity Date, to convert any Notes or portion thereof
that is $10,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination
of cash and shares of Common Stock, as applicable, at a Conversion Rate specified in the Indenture,
as adjusted from time to time as provided in the Indenture.
Terms used in this Note and defined in the Indenture are used herein as therein defined.
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