the amount of such mortgage insurance, (iii) impair the lien of the Trust Indenture or the Ship Mortgage, or (iv) reduce the percentage of Insured Bonds required for any modification, and (3) the Trustee shall not be required to enter into any supplemental indenture affecting its rights, duties or immunities (Trust Indenture, Section 10.02). With stated exceptions, no supplemental indenture may be entered into without the consent of the Secretary of Commerce (Trust Indenture, Section 10.03). SATISFACTION OF TRUST INDENTURE The Trustee is to satisfy and discharge the Trust Indenture if all the Insured Bonds shall have been paid or funds sufficient for their payment shall be held by the Trustee (or shall have been so held unclaimed for six years and repaid to Grace Line) under irrevocable directions to apply the funds to such payment and if notice of redemption of all Insured Bonds to be redeemed OPTIONAL REDEMPTION PRICES shall have been published or given (or provision for the due publication or giving of such notice shall have been made) (Trust Indenture, Sections 11.01 and 1.03(k)). Descriptions of the Trust Indenture, the Ship Mortgage, the Insurance Contract, the Commitment to Insure Mortgage, and the various exhibits thereto (including the Construction Contract, the Performance and Payment Bonds, the Sperry Stabilizer Guaranty Agreement, and the construction-differential subsidy contract as to the Santa Rosa) do not purport to be complete. Copies of the forms of the same have been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (File No. 1-3720) and are incorporated in this Circular by reference. Wherever the same are referred to in this Circular, the statements made are subject to the detailed provisions thereof and are qualified in their entirety by such reference. Subject to the terms and conditions of an Underwriting Agreement between Grace Line and the underwriters named below ("the Underwriters"), the Underwriters have severally agreed to purchase, and Grace Line has agreed to sell to them severally, in the respective principal amounts set forth below, an aggregate of $9,000,000 principal amount of the Insured Bonds: The Underwriting Agreement provides that Grace Line will indemnify the Underwriters against certain liabilities and that the several obligations of the Underwriters are subject to various conditions, among which are the conditions that certain legal matters shall have been approved by counsel and that there shall not have been any material adverse change in the business, properties or financial condition of Grace Line from that set forth in or contemplated by this Circular. James J. Minot, a partner of Paine, Webber, Jackson & Curtis, is a director of W. R. Grace & Co No person is authorized to give any Information or to make any representations not contained in this Circular. Any information or representation not contained in this Circular must not be relled upon as having been authorized by Grace Line or by any Underwriter. IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE INSURED BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. |