-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FRZgt5llVxS9B5auBUkI/9PiHphssbu1hfbbpqipFKrwb6zcepdAr10siP7PjzKy LQpIacn2jr6nm2y3TQO5Ww== 0000950137-97-001888.txt : 19970514 0000950137-97-001888.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950137-97-001888 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CLASSIC VOYAGES CO CENTRAL INDEX KEY: 0000315136 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 310303330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09264 FILM NUMBER: 97602780 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: 2ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3122581890 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: 2ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 10-Q 1 FORM 10-Q 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-9264 AMERICAN CLASSIC VOYAGES CO. (Exact name of registrant as specified in its charter) DELAWARE 31-0303330 (State or other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) TWO NORTH RIVERSIDE PLAZA, CHICAGO, IL 60606 (Address of principal executive offices) (Zip Code) (312) 258-1890 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of May 8, 1997, there were 13,935,694 shares of Common Stock outstanding. ================================================================================ 2 AMERICAN CLASSIC VOYAGES CO. INDEX
ITEM DESCRIPTION PAGE Part I Financial Information: Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statements of Income for the Three Months Ended March 31, 1997 and 1996 . . . . . . . . . . . . . . . 3 Condensed Consolidated Balance Sheets at March 31, 1997 and December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . 8 Part II Other Information: Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 12
2 3 AMERICAN CLASSIC VOYAGES CO. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited)
For the Three Months Ended March 31, -------------------------------- 1997 1996 -------- -------- Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,372 $ 41,628 Cost of operations (exclusive of depreciation and amortization shown below) . . . . . . . . . . . . . . . . . . . . . . . . . . 27,139 28,072 -------- -------- Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,233 13,556 Selling, general and administrative expenses . . . . . . . . . . . 11,519 13,502 Depreciation and amortization expense . . . . . . . . . . . . . . 3,583 3,448 Impairment write-down (Note 4) . . . . . . . . . . . . . . . . . . -- 38,390 -------- -------- Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . (1,869) (41,784) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . 268 241 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . 1,713 2,125 -------- -------- Loss before income taxes . . . . . . . . . . . . . . . . . . . . . (3,314) (43,668) Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . 1,326 397 -------- -------- Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,988) $(43,271) ======== ======== Per Share Information: Average common and common share equivalent shares outstanding . . 13,910 13,770 ======== ======== Loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.14) $ (3.14) ======== ======== Cash dividends declared per share . . . . . . . . . . . . . . . . $ -- $ -- ======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements. 3 4 AMERICAN CLASSIC VOYAGES CO. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except shares and par value)
(Unaudited) (Audited) March 31, December 31, 1997 1996 --------- --------- ASSETS Cash and cash equivalents . . . . . . . . . . . . . $ 17,674 $ 17,908 Restricted short-term investments . . . . . . . . . 2,928 2,957 Accounts receivable . . . . . . . . . . . . . . . . 3,377 3,734 Prepaid expenses and other current assets . . . . . 8,538 7,640 --------- --------- Total current assets . . . . . . . . . . . . . 32,517 32,239 Property and equipment, net . . . . . . . . . . . . 165,752 166,883 Deferred tax asset, net . . . . . . . . . . . . . . 12,101 10,968 Other assets . . . . . . . . . . . . . . . . . . . 1,731 1,774 --------- --------- Total assets . . . . . . . . . . . . . . . . . $ 212,101 $ 211,864 ========= ========= LIABILITIES Accounts payable . . . . . . . . . . . . . . . . . $ 11,588 $ 10,683 Other accrued expenses . . . . . . . . . . . . . . 20,372 24,532 Current portion of long-term debt . . . . . . . . . 4,100 4,100 Unearned passenger revenues . . . . . . . . . . . . 37,508 31,669 --------- --------- Total current liabilities . . . . . . . . . . . 73,568 70,984 Long-term debt, less current maturities . . . . . . 84,686 85,898 --------- --------- Total liabilities . . . . . . . . . . . . . . . 158,254 156,882 --------- --------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value (5,000,000 shares authorized, none issued and outstanding) . . . . -- -- Common stock, $.01 par value (20,000,000 shares authorized, 13,935,694 and 13,867,829 shares issued and outstanding, respectively) . . . . . 139 139 Additional paid-in capital . . . . . . . . . . . . 76,105 75,252 Accumulated deficit . . . . . . . . . . . . . . . . (22,397) (20,409) --------- --------- Total stockholders' equity . . . . . . . . . . 53,847 54,982 --------- --------- $ 212,101 $ 211,864 ========= =========
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 5 AMERICAN CLASSIC VOYAGES CO. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
For the Three Months Ended March 31, ----------------------- 1997 1996 -------- -------- OPERATING ACTIVITIES: Net loss . . . . . . . . . . . . . . . . . . . . . . . $ (1,988) $(43,271) Depreciation and amortization . . . . . . . . . . 3,583 3,448 Impairment write-down (Note 4) -- 38,390 Changes in working capital and other: Working capital changes and other . . . . . . . (4,467) (883) Unearned passenger revenues . . . . . . . . . . 5,839 11,866 -------- -------- Net cash provided by operating activities . . . . 2,967 9,550 -------- -------- INVESTING ACTIVITIES: Decrease in restricted short-term investments . . . . 29 6,886 Capital expenditures . . . . . . . . . . . . . . . . . (2,452) (12,054) -------- -------- Net cash used in investing activities . . . . . . (2,423) (5,168) -------- -------- FINANCING ACTIVITIES: Proceeds from borrowings . . . . . . . . . . . . . . . -- 6,903 Repayment of borrowings . . . . . . . . . . . . . . . (1,212) (7,212) Issuance of common stock . . . . . . . . . . . . . . . 434 23 Deferred financing fees . . . . . . . . . . . . . . . -- (238) -------- -------- Net cash used in financing activities . . . . . . . (778) (524) -------- -------- (Decrease) increase in cash and cash equivalents . . . (234) 3,858 Cash and cash equivalents, beginning of period . . . . 17,908 6,048 -------- -------- Cash and cash equivalents, end of period . . . . . . . $ 17,674 $ 9,906 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest . . . . . . . . . . . . . . . . . . . . . $ 2,051 $ 2,602 Income taxes . . . . . . . . . . . . . . . . . . . $ 14 $ --
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 6 AMERICAN CLASSIC VOYAGES CO. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 (Unaudited) 1. BASIS OF PRESENTATION: These accompanying unaudited Condensed Consolidated Financial Statements ("Financial Statements") have been prepared pursuant to Securities and Exchange Commission ("SEC") rules and regulations and should be read in conjunction with the Consolidated Financial Statements and Notes thereto included on Form 10-K for the year ended December 31, 1996 (the "Annual Report") for American Classic Voyages Co. ("AMCV") and its subsidiaries. These Financial Statements include the accounts of AMCV and its wholly owned subsidiaries, The Delta Queen Steamboat Co. ("DQSC") and Great Hawaiian Cruise Line, Inc. ("GHCL") (collectively with such subsidiaries, the "Company"). The following notes to the Financial Statements highlight significant changes to the notes included in the Annual Report and such interim disclosures as required by the SEC. These Financial Statements reflect, in the opinion of management, all adjustments necessary for a fair presentation of the interim financial statements. All such adjustments are of a normal and recurring nature. Certain previously reported amounts have been reclassified to conform to the 1997 presentation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. RECENT PRONOUNCEMENTS: In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", which requires dual presentation of basic and fully diluted earnings per share. The Company will adopt the new standard, as required, in the fourth quarter of 1997. In the interim, the Company will disclose, if material, the pro forma effect of calculating the Company's earnings per share under the new standard in the notes to its financial statements. For the quarter ending March 31, 1997, SFAS No. 128 did not have a material impact on the Company's loss per share calculation. 6 7 3. LONG-TERM DEBT: Long-term debt consisted of (in thousands):
March 31, December 31, 1997 1996 -------- ------------ U.S. Government Guaranteed Ship Financing Note, American Queen Series, floating rate notes due semi-annually beginning February 24, 1996 through August 24, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,600 $ 21,812 U.S. Government Guaranteed Ship Financing Bond, American Queen Series, 7.68% fixed rate, sinking fund bonds due semi-annually beginning February 24, 2006 through June 2, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . 36,353 36,353 U.S. Government Guaranteed Ship Financing Note, Independence Series A, floating rate notes due semi-annually beginning June 7, 1996 through December 7, 2005 11,892 11,892 U.S. Government Guaranteed Ship Financing Bond, Independence Series A, 6.84% fixed rate sinking fund bonds due semi-annually beginning June 7, 2006 through December 7, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . 13,215 13,215 U.S. Government Guaranteed Ship Financing Note, Independence Series B, floating rate notes due semi-annually beginning December 7, 1996 through December 7, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,186 3,186 U.S. Government Guaranteed Ship Financing Bond, Independence Series B, 7.46% fixed rate sinking fund bonds due semi-annually beginning June 7, 2006 through December 7, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . 3,540 3,540 Revolving credit facility (maximum availability of $15 million). . . . . . . . . -- -- -------- -------- 88,786 89,998 Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,100 4,100 -------- -------- $ 84,686 $ 85,898 ======== ========
As of March 31, 1997, the Company was in compliance with all covenants under its various debt agreements. 4. IMPAIRMENT WRITE-DOWN: As discussed more fully in the Company's Annual Report, in the first quarter of 1996, the Company recognized an impairment write-down of $38.4 million related to its decision not to renovate or return the Constitution to service. The impairment write-down was recognized in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of", which the Company adopted effective January 1, 1996. SFAS No. 121 establishes accounting standards for recognizing the impairment of long-lived assets, identifiable intangibles and goodwill, whether to be disposed of or to be held and used. The Company reserved for the estimated costs to be incurred on behalf of the Constitution until its eventual disposition. These costs include insurance, wet berthing fees and general maintenance of the vessel. As of March 31, 1997, the balance of this reserve was $2.5 million. The estimated salvage value for the Constitution of $2.5 million is reflected in property and equipment on the balance sheet. 5. ACCUMULATED DEFICIT: Changes in accumulated deficit for the three months ended March 31, 1997 were (in thousands): Accumulated deficit at December 31, 1996 . . . . . $(20,409) Net loss. . . . . . . . . . . . . . . . . . . . . . (1,988) -------- Accumulated deficit at March 31, 1997 . . . . . . . $(22,397) ======== 7 8 AMERICAN CLASSIC VOYAGES CO. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL American Classic Voyages Co. ("AMCV," or along with its subsidiaries, the "Company"), is a holding company which owns and controls The Delta Queen Steamboat Co. ("DQSC") and Great Hawaiian Cruise Line, Inc. ("GHCL"). The following discusses the Company's consolidated results of operations and financial condition for the first quarter of 1997 as compared to the first quarter of 1996. This section should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report for the year ended December 31, 1996. The Company, through its various subsidiaries, operates two cruise lines: "Delta Queen", which owns and operates the American Queen, Mississippi Queen and Delta Queen steamboats, and "American Hawaii", which owns and operates the Independence steamship. American Hawaii also owns the Constitution steamship which was removed from service in June 1995 and is currently in wet berth in Portland, Oregon and will not be returned to service. The Company wrote-down the value of the vessel to its estimated salvage value effective March 31, 1996. The Company also owned and operated the Maison Dupuy Hotel ("Hotel") located in New Orleans, prior to its sale in October 1996. The Company's operations are seasonal. At Delta Queen, historically there is greater passenger interest at higher yields in the spring and fall months of the year and the vessels typically undergo an annual lay-up in December and/or January. American Hawaii historically experiences greater passenger interest in the summer and fall months of the year. During the summer months, in particular, American Hawaii tends to have average occupancy in excess of 100% as the number of families sharing cabins with children increases significantly during this period. Results of operations for the first quarter of 1996 include an impairment write-down as discussed in Note 4 of the Notes to Condensed Consolidated Financial Statements. In addition, 1996 operating results included the operations of the Hotel which was sold in October 1996. American Hawaii is required to drydock the Independence every 30 months, and as such, the Independence will be out of service for a four-week period beginning May 17, 1997. As a result of the factors mentioned above, interim results of operations are not necessarily indicative of results for a full year. RESULTS OF OPERATIONS The following tables set forth various financial results and operating statistics for the three months ended March 31, 1997 and 1996 (certain previously reported amounts have been reclassified to conform to the 1997 presentation): FINANCIAL HIGHLIGHTS
For the Three Months Ended March 31, ----------------------- 1997 1996 -------- -------- (in thousands) Revenues . . . . . . . . . . . . . . . . . . . . . . . . $ 40,372 $ 41,628 ======== ======== Operating loss . . . . . . . . . . . . . . . . . . . . . $ (1,869) $(41,784) ======== ======== Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (1,988) $(43,271) ======== ========
8 9 OPERATING STATISTICS
For the Three Months Ended March 31, -------------------------- 1997 1996 --------- -------- Fare revenue per passenger night . . . . . . . . . . . . . $ 221 $ 204 Total revenue per passenger night . . . . . . . . . . . . . 304 276 Weighted average operating days (1): DELTA QUEEN . . . . . . . . . . . . . . . . . . . . . 71 75 AMERICAN HAWAII . . . . . . . . . . . . . . . . . . . 90 91 Vessels capacity per day (berths)(2): DELTA QUEEN . . . . . . . . . . . . . . . . . . . . . 1,026 1,024 AMERICAN HAWAII . . . . . . . . . . . . . . . . . . . 817 817 Capacity passenger nights (3) . . . . . . . . . . . . . . . 146,790 151,349 Passenger nights (4) . . . . . . . . . . . . . . . . . . . 132,889 143,672 Physical occupancy percentage (berths) (5) . . . . . . . . 91% 95%
- ------------ (1) Weighted average operating days for each cruise line is determined by dividing capacity passenger nights for each cruise line by the cruise line's total vessel capacity per day. (2) Vessel capacity per day represents the number of passengers each cruise line can carry assuming double occupancy for cabins which accommodate two or more passengers. Some cabins on the Independence and the American Queen can accommodate three or four passengers. (3) Capacity passenger nights is determined by multiplying, for the respective period, the actual operating days of each vessel by each vessel's capacity per day. (4) A passenger night represents one passenger spending one night on a vessel; for example, one passenger taking a three-night cruise would generate three passenger nights. (5) Physical occupancy percentage is passenger nights divided by capacity passenger nights. 9 10 QUARTER ENDED MARCH 31, 1997 COMPARED TO QUARTER ENDED MARCH 31, 1996 Consolidated first quarter 1997 revenues decreased $1.3 million to $40.4 million from $41.6 million for the first quarter 1996 representing a $0.7 million increase in cruise revenues offset by a $1.9 million decrease in Hotel revenues as a result of the sale of the Hotel in October 1996. Delta Queen's cruise revenues increased $3.6 million, reflecting an 18% increase in fare revenue per passenger night ("fare per diems"). The increase in fare per diems as compared to 1996 was attributable to the shifting of the booking cycle of when a majority of its cabin inventory is sold to its optimal schedule of six to nine months in advance. American Hawaii's revenues decreased $2.9 million mainly due to a 12% decrease in passenger nights with a slight increase in fare per diems. The consolidated fare per diems increased 8% to $221. Consolidated total revenue per passenger night increased by 10% to $304 due to the increase of passengers purchasing travel packages at Delta Queen. However, the increase in travel package revenue was largely offset by an increase in related travel package expenses. Consolidated cost of operations decreased to $27.1 million for the first quarter of 1997 from $28.1 million for the comparable period of 1996. Of the $28.1 million in 1996, $0.6 million represented Hotel related cost of operations. American Hawaii's operating costs decreased $1.9 million as a result of lower variable expenses associated with lower passenger nights. Delta Queen's operating costs increased $1.6 million primarily due to higher travel package expenses. Consolidated gross profit for the cruise lines increased $1.0 million as a result of higher revenues at Delta Queen and lower operating expenses at American Hawaii. Consolidated selling, general and administrative ("SG&A") expenses decreased to $11.5 million for the first quarter of 1997 from $13.5 million for the same period in 1996. Of the $13.5 million in 1996, $0.5 million represented Hotel related SG&A expenses. Both operating lines realized savings in corporate overhead expenses as a result of strong cost control measures. Delta Queen's marketing expenses were approximately 13% lower than the prior year offset somewhat by a slight increase in American Hawaii's marketing expenses. The $0.2 million increase in depreciation and amortization expense represented a $0.1 million decrease in Hotel related depreciation expense offset by a $0.3 million increase in cruise depreciation expense. In the first quarter of 1996, the Company recognized an impairment write-down of $38.4 million related to its decision not to renovate or return the Constitution to service. The Company has reserved for the estimated costs to be incurred on behalf of the Constitution until its eventual disposition. These costs include insurance, wet berthing fees and general maintenance of the vessel. As of March 31, 1997, the balance of this reserve was $2.5 million. Consolidated operating loss for the first quarter of 1997 was $1.9 million as compared to an operating loss of $3.4 million, excluding the write-down, for the first quarter of 1996. Interest expense decreased $0.4 million due to a lower outstanding debt balance in the first quarter of 1997. The Company's consolidated effective tax rate was higher in the first quarter of 1997 as compared to the same period in 1996. In the first quarter of 1996, the Company recognized a valuation allowance for the full amount of the Federal tax benefit due to the possibility that the deferred tax asset created may not be realized in the future. The Company subsequently reviewed its position and in the fourth quarter of 1996 recognized an adjustment for the full amount of the Federal tax benefit. LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION Operating Activities For the three months ended March 31, 1997, cash used in operations before changes in unearned passenger revenues ("Operating Cash Flow") of $2.9 million was slightly higher than the $2.3 million used in the prior year due to working capital changes. Unearned passenger revenues, representing passenger cruise deposits, increased $5.8 million as of March 31, 1997, reflecting the higher advance reservation levels at Delta Queen on three boats for the historically strong spring season and a decrease in American Hawaii's unearned passenger revenues in anticipation of the upcoming four week out-of-service period beginning May 17, 1997 for a drydock. 10 11 Capital Expenditures Capital expenditures of $2.5 million in the first quarter of 1997 included $1.9 million related to the Delta Queen, Mississippi Queen and American Queen lay-ups. The Independence will be out of service for a four-week period beginning May 17, 1997 for a drydock to comply with U.S. Coast Guard requirements. In addition, 1997 SOLAS upgrades will be made, as well as passenger area enhancements and the build-out of approximately 25 new cabins. This drydock is estimated to cost approximately $12.3 million. In addition, with the Company's decision to relocate the Chicago operations of American Hawaii to New Orleans, the current Delta Queen operating facility at Robin Street Wharf will be expanded and upgraded. The work will be completed in phases from the middle of September 1997 through the end of December 1997, at an approximate cost of $3.0 million. Debt As of March 31, 1997, the Company was in compliance with all covenants under its various debt agreements. The Company believes it will have adequate access to capital resources, both internally and externally, to meet its short-term and long-term capital commitments. Such resources may include cash on hand and the ability to secure additional financing through the capital markets. The Company continually evaluates opportunities to increase capacity, particularly with regard to the American Hawaii business. In addition, the Company also evaluates opportunities to strategically grow its business. If it would elect to increase capacity or pursue a strategic business opportunity, the Company may seek to secure additional financing. Notwithstanding, there can be no assurances that the Company will choose to increase capacity or strategically grow its business, or, if it elects to do so, that it will obtain additional financing. Other The Federal Maritime Commission ("FMC") regulates passenger vessels with 50 or more berths departing from U.S. ports and requires that operators post security to be used in the event the operator fails to provide cruise services, or otherwise satisfy certain financial standards. The Company has been approved as a self-insurer by the FMC, and therefore, subject to continued approval, is not required to post security for passenger cruise deposits. In June 1996, the FMC issued proposed regulations to increase the financial responsibility requirements. The Company filed its opposition to the proposal, as it believes that the FMC's current standards provide passengers with adequate protection in the event of an operator's non-performance and that further requirements may impose an undue burden on operators. If implemented, these proposed regulations would be phased in over time and, among other things, require operators qualifying as a self-insurer, such as the Company, to satisfy a working capital test, in addition to the existing net worth test, and to provide third-party coverage for 25% of its unearned passenger revenue in the form of a surety bond or similar instrument. At this time, the Company cannot predict if the proposed changes will be approved as currently constituted, or at all. If they are implemented, the proposed changes would require that the Company establish a bond to cover a portion of its passenger deposits and payments, which may impact the Company's liquidity. Factors Concerning Forward-Looking Statements Certain statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations" constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions which may impact passenger yields and occupancy; weather patterns affecting either the inland waterways in the Continental U.S. or the Hawaiian Islands; unscheduled repairs and drydocking of the Company's vessels; construction delays and/or cost overruns during regularly scheduled lay-ups and/or drydocks; the impact of changes in laws and implementation of government regulations; an increase in capacity at American Hawaii or pursuit of a strategic business opportunity; and the ability to obtain additional financing, if necessary. 11 12 AMERICAN CLASSIC VOYAGES CO. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings There are no other material legal proceedings, to which the Company is a party or of which any of its property is the subject, other than ordinary routine litigation and claims incidental to the business. The Company believes it maintains adequate insurance coverage and reserves for such claims. ITEM 6. Exhibits and Reports on Form 8-K a) Exhibits: 4.(ii)(a)(28) Amendment Number 1 to the Third Amended and Restated Credit Agreement dated as of November 18, 1996 among The Delta Queen Steamboat Co., American Classic Voyages Co., the financial institutions from time to time party thereto and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent. 4.(ii)(a)(29) Amendment Number 2 to the Third Amended and Restated Credit Agreement dated as of March 26, 1997 among The Delta Queen Steamboat Co., American Classic Voyages Co., the financial institutions from time to time parties thereto and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent. 4.(ii)(a)(30) Master Assumption Agreement and Fourth Master Amendment to Collateral Documents made as of March 26, 1997 among The Delta Queen Steamboat Co., American Classic Voyages Co., Cruise America Travel, Incorporated, DQSB II, Inc., Great River Cruise Line, L.L.C., Great Ocean Cruise Line, L.L.C. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent for itself and the Lenders. 4.(ii)(a)(31) Second Amendment of Trust Indenture dated as of March 26, 1997 by and among Great Ocean Cruise Line, L.L.C. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent for itself and the Lenders. 4.(ii)(a)(32) Second Amendment of Trust Indenture dated as of March 26, 1997 by and among Great River Cruise Line, L.L.C. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent for itself and the Lenders. 4.(ii)(a)(33) Assumption of Preferred Ship Mortgage dated March 26, 1997 by and between Great Ocean Cruise Line, L.L.C. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee and Agent. 4.(ii)(a)(34) Assumption of Preferred Ship Mortgage dated March 26, 1997 by and between Great River Cruise Line, L.L.C. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee and Agent. 4.(ii)(a)(35) Third Amended and Restated Revolving Loan Note dated March 26, 1997 in the principal amount of $7,500,000.00 made by The Delta Queen Steamboat Co. in favor of The Chase Manhattan Bank (formerly known as Chemical Bank). 12 13 4.(ii)(a)(36) Third Amended and Restated Revolving Loan Note dated March 26, 1997 in the principal amount of $7,500,000.00 made by The Delta Queen Steamboat Co. in favor of Hibernia National Bank. 4.(ii)(a)(37) Addendum to Stock Pledge Agreement made as of March 26, 1997 by and between The Delta Queen Steamboat Co. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent for itself and the other Lenders. 4.(ii)(a)(38) Limited Liability Company Pledge Agreement made as of March 26, 1997 by The Delta Queen Steamboat Co., as Pledgor, and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent. 4.(ii)(a)(39) Limited Liability Company Pledge Agreement made as of March 26, 1997 by DQSB II, Inc., as Pledgor, and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent. 4.(ii)(a)(40) Security Agreement dated as of March 26, 1997 by and between DQSB II, Inc. and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent for itself and the Lenders. 4.(ii)(c)(11) Assumption and Supplement No. 1 to First Preferred Ship Mortgage effective as of December 31, 1996 made by and among Great AQ Steamboat, L.L.C., Great AQ Steamboat Co. and the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administrator. 4.(ii)(c)(12) Modification and Assumption Agreement entered into March 25, 1997, effective as of December 31, 1996, among The United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administrator, Great AQ Steamboat, L.L.C., and The Bank of New York. 4.(ii)(c)(13) Confirmation of Guaranty Agreement effective as of December 31, 1996 made by The Delta Queen Steamboat Co. in favor of the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administrator. 4.(ii)(c)(14) Endorsement No. 1 to Secretary's Note from Great AQ Steamboat, L.L.C. to the United States of America executed on March 25, 1997, effective as of December 31, 1996. 4.(ii)(c)(15) Subordination Agreement dated as of March 25, 1997 made by and among Great AQ Steamboat, L.L.C., The Delta Queen Steamboat Co. and DQSB II, Inc. and the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administrator. 27. Financial data schedule. b) Reports on Form 8-K: None. 13 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN CLASSIC VOYAGES CO. By: /s/ Philip C. Calian ------------------------------ Philip C. Calian Chief Executive Officer By: /s/ Kathryn F. Gray ------------------------------ Kathryn F. Gray Controller and Treasurer Dated: May 13, 1997 ------------------------- 14 EX-4.(II)(A)(28) 2 AMEND #1 TO THE 3RD AMENDED RESTATED AGMT 1 EXHIBIT 4.(ii)(a)(28) AMENDMENT NUMBER 1 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 22, 1996 AMONG THE DELTA QUEEN STEAMBOAT CO., AMERICAN CLASSIC VOYAGES CO., THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO AND THE CHASE MANHATTAN BANK, AS AGENT This Amendment Number 1 (this "Amendment") to the Third Amended and Restated Credit Agreement dated as of April 22, 1996 among The Delta Queen Steamboat Co., American Classic Voyages Co., the financial institutions from time to time parties thereto and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent (the "Credit Agreement") is dated as of November 18, 1996. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. 1. The Borrower, the Parent, the Lenders and the Agent have agreed to amend the Credit Agreement, and accordingly, effective as of November 18, 1996, upon satisfaction of the conditions precedent set forth below and in reliance upon the representations and warranties set forth herein, the Credit Agreement is hereby amended as follows: 1.1 Section 7.03(i) is amended by adding at the end thereof the following: "; and Investments by the Borrower in commercial paper that would qualify as a Cash Equivalent but for the fact that the issuer's rating on such commercial paper is not at least A-1 from S&P of P-1 from Moody's, provided that (i) such rating is at least A-2 from S&P or P-2 from Moody's and (ii) the aggregate amount of such Investments at any time shall not exceed $10,000,000;" 2. This Amendment shall become effective as of November 18, 1996 upon satisfaction of the following conditions: (i) as of such date, no Event of Default or Potential Event of Default shall have occurred and be continuing under the Credit Agreement as amended by this Amendment; and (ii) the Agent shall have received a copy of this Amendment duly executed by the Borrower, the Parent and the Requisite Lenders, together with the Consent attached hereto executed by the Borrower Subsidiaries named thereon. 3. The Borrower and the Parent hereby represent and warrant that this Amendment and the Credit Agreement, as amended, constitute legal, valid and binding obligations of the Borrower and the Parent and are enforceable against the Borrower and the 2 Parent in accordance with their respective terms, and that after giving effect to this Amendment, no Event of Default or Potential Event of Default has occurred and is continuing. 4. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference in the other Loan Documents to "the Credit Agreement," "thereunder," "thereof," "therein," or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby. Except as expressly set forth herein, all terms and conditions of the Credit Agreement, the other Loan Documents and the other documents and agreements executed by the Borrower or its Affiliates in connection therewith shall remain in full force and effect and are hereby ratified and confirmed in all respects. 5. This Amendment may be executed by the parties hereto on separate counterparts and each of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, this Amendment has been duly executed on the date set forth above. THE DELTA QUEEN STEAMBOAT CO., as Borrower By: \s\ Jordan B. Allen ------------------------------- Name: Jordan B. Allen Title: Vice President AMERICAN CLASSIC VOYAGES CO., as Parent By: \s\ Jordan B. Allen ------------------------------- Name: Jordan B. Allen Title: Senior Vice President and General Counsel THE CHASE MANHATTAN BANK, as Agent and as a Lender By: \s\ C. C. Wardell ------------------------------- Name: Christopher C. Wardell Title: Group Credit Officer 3 HIBERNIA NATIONAL BANK, as Co-Agent and as a Lender By: \s\ Lizette M. Terral ------------------------------- Name: Lizette M. Terral Title: Vice President DEPOSIT GUARANTY NATIONAL BANK, as a Lender By: \s\ Gregory A. Moore ----------------------------- Name: Gregory A. Moore Title: Vice President 4 CONSENT Dated as of November 18, 1996 Each of the undersigned, as a party to certain Collateral Documents in connection with the Credit Agreement referred to in the foregoing Amendment, hereby consents to such Amendment and confirms and agrees that (i) each of the Collateral Documents is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects, and (ii) all of the Collateral described in the Collateral Documents does and shall continue to secure the payment of all of the Obligations. Capitalized terms used herein are used as defined in the Credit Agreement. CRUISE AMERICA TRAVEL, INCORPORATED GREAT RIVER CRUISE LINE, INC. GREAT OCEAN CRUISE LINE, INC. GREAT RIVER TRANSPORTATION CO. BLACKLAND VISTAS, INC. By: /s/ Jordan B. Allen ---------------------------- Vice President EX-4.(II)(A)(29) 3 AMEND #2 TO 3RD AMENDED RESTATED AGMT 1 EXHIBIT 4.(ii)(a)(29) AMENDMENT NUMBER 2 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 22, 1996 AMONG THE DELTA QUEEN STEAMBOAT CO., AMERICAN CLASSIC VOYAGES CO., THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO AND THE CHASE MANHATTAN BANK, AS AGENT This Amendment Number 2 (this "Amendment") to the Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended by Amendment Number 1 dated as of November 18, 1996, among The Delta Queen Steamboat Co., American Classic Voyages Co., the financial institutions from time to time parties thereto and The Chase Manhattan Bank (formerly known as Chemical Bank), as Agent (the "Credit Agreement") is dated as of March 26, 1997. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. 1. Amendment of Credit Agreement. The Borrower, the Parent, the Lenders and the Agent have agreed to amend the Credit Agreement, and accordingly, effective as of March 26, 1997, upon satisfaction of the conditions precedent set forth below and in reliance upon the representations and warranties set forth herein, the Credit Agreement is hereby amended as follows: 1.1 Section 1.01 of the Credit Agreement is amended by amending and restating in their entirety the definitions of "GAQSC," "Pledge Agreements," "Restricted Junior Payment" and "Subsidiary" as follows: "GAQSC" shall mean Great AQ Steamboat Co., a Delaware corporation (formerly known as Delta Queen Steamboat Development, Inc.), and Great AQ Steamboat, L.L.C., a Delaware limited liability company, as its successor by merger. "Pledge Agreements" shall mean the Stock Pledge Agreements and Limited Liability Company Pledge Agreements, as applicable, executed by (i) the Borrower in connection with the pledge of the stock of, or its membership interest in, each of the Borrower Subsidiaries (other than GAQSC), and (ii) DQSB II, Inc., a Delaware corporation, in connection with the pledge of its membership interests in each of the other Borrower Subsidiaries (other than GAQSC), as any of the same may be amended, restated, supplemented or otherwise modified from time to time. 2 "Restricted Junior Payment" shall mean (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of or membership interests in Borrower or any of its Subsidiaries, except a distribution of stock as part of a stock split and except a dividend or distribution payable solely in shares of that class of stock or membership interests or in any junior class of stock or membership interests to the holders of that class, provided that the issuance of such stock or membership interests or junior class of stock or membership interests is not an incurrence of Indebtedness, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of or membership interests in Borrower or any of its Subsidiaries now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of or membership interests in Borrower or any of its Subsidiaries now or hereafter outstanding, (iv) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, any shares of the capital stock of or membership interests in Borrower or any of its Subsidiaries or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission, (v) any payment of tax-sharing payments, allocated corporate overhead, guaranty fees or management fees to Parent or any of its Affiliates and (vi) any payment in the nature of a loan from Borrower or any of its Subsidiaries to Parent or any of Parent's Subsidiaries. "Subsidiary" of a Person shall mean (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any company, partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership or membership interests having ordinary voting power of which shall at the time be so owned or controlled. and by deleting in its entirety the definition of "Chemical" and substituting therefor the following definition: "Chase" or "Chase Bank" shall mean The Chase Manhattan Bank, a New York banking corporation, and any successor thereto. 1.2 Section 4.01 of the Credit Agreement is amended by amending and restating in their entirety subsections (a), (b), (c), (d) and (i) thereof as follows: (a) Organization; Corporate Powers. Parent, Borrower and each of their respective Subsidiaries (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the 3 laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign corporation or limited liability company and is in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except those jurisdictions where the failure to be in good standing or to so qualify has not had or will not have a Material Adverse Effect, and (iii) has all requisite power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Transaction Documents. (b) Authority. (i) Parent, Borrower and each of their respective Subsidiaries has the requisite power and authority to execute, deliver and perform its obligations under each of the Transaction Documents executed by it, or to be executed by it. (ii) The execution, delivery and performance (or filing or recording, as the case may be) of each of the Transaction Documents to which it is party and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate or company action on the part of Parent, Borrower and each of their respective Subsidiaries, the respective boards of directors or managers, as applicable, of any such Person, and, if necessary, the stockholders or members, as applicable, of any such Person, and no other corporate or company proceedings on the part of any such Person are necessary to consummate such transactions. (iii) Each of the Transaction Documents to which it is a party has been duly executed and delivered (or filed or recorded, as the case may be) by Parent, Borrower and each of their respective Subsidiaries and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles), is in full force and effect (unless terminated in accordance with the terms thereof) and no term or condition thereof has been amended, modified or waived from the terms and conditions contained therein without the prior written consent of the Agent and the Requisite Lenders or, where so required, all of the Lenders, and Parent, Borrower and each of their respective Subsidiaries and, to the best of Borrower's knowledge, the other parties thereto have performed and complied in all material respects with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by such parties on or before the effective date thereof, and no default by any such party exists thereunder. 4 (c) Subsidiaries. Each of Parent and Borrower have no Subsidiaries other than those described in Schedule 4.01(c) and those, if any, which are permitted by Section 7.03 to be created after the Effective Date. Parent's only activities are to hold the stock of its Subsidiaries. (d) No Conflict. The execution, delivery and performance of each Transaction Document to which it is a party by Parent, Borrower and each of their respective Subsidiaries and each of the transactions contemplated thereby do not and will not (i) conflict with any Contractual Obligation of any such Person, any liability resulting from which would have or be reasonably expected to have a Material Adverse Effect, or (ii) conflict with the documents of organization or governance of any such Person, or (iii) except as set forth on Schedule 4.01(d), conflict with result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of any such Person, or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the properties or assets of any such Person (other than Liens in favor of the Agent, for the benefit of itself and the Holders of Secured Obligations, arising pursuant to the Loan Documents or Liens permitted pursuant to Section 7.02(b)), or (v) require any approval of stockholders or members of any such Person, unless such approval has been obtained. (i) Capitalization. (i) As of the Effective Date, Schedule 4.01(i) sets forth the number of shares and the relevant percentages of capital stock held by each shareholder of the Parent that holds in excess of 5% of the Capital Stock of the Parent of which the Borrower has knowledge. (ii) There are outstanding no shares of any class of capital stock and no membership interests of any class (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock or membership interests) of: (A) Borrower other than capital stock described on Schedule 4.01(i); and (B) any Subsidiary of the Borrower other than the capital stock of DQSBII, Inc. and of Cruise America Travel, Incorporated held by Borrower and the membership interests in the other Subsidiaries owned by Borrower and by DQSB II, Inc. and in each case, other than with respect to GAQSC, pledged to the Agent for the benefit of itself 5 and Holders of Secured Obligations pursuant to Pledge Agreements. None of such capital stock or membership interests, other than with respect to GAQSC, is subject to any security, instrument, warrant, option or purchase rights, agreement, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto other than pursuant to the Pledge Agreements. The outstanding capital stock of each of Parent, Borrower, Cruise America Travel, Incorporated and DQSB II, Inc. is duly authorized, validly issued, fully paid and nonassessable. Borrower and DQSB II, Inc. have been duly admitted as members of the respective Subsidiaries that are limited liability companies and have no further liability to any such Subsidiary for contribution or otherwise in their capacities as such members. 1.3 Section 6.01 of the Credit Agreement is amended and restated in its entirety as follows: 6.01. Corporate Existence, Etc. Except as permitted in Section 7.08, each of Borrower and Parent shall, and shall cause each of its Subsidiaries to, at all times, maintain its existence as a corporation or limited liability company, as applicable, and preserve and keep in full force and effect its rights and franchises. Each of Borrower and Parent shall promptly provide the Agent and each of the Lenders with a complete list of its Subsidiaries upon the occurrence of any change in the list set forth on Schedule 4.01(c) hereto. 1.4 Section 6.10 is amended by amending and restating the introductory clause and clause (v) thereof in their entirety as follows: 6.10. Formation of Subsidiaries. The Borrower may form additional Subsidiaries organized as corporations or limited liability companies under the laws of one of the states of the United States provided each of the following conditions precedent is met in connection therewith: (v) Borrower shall have executed and/or shall have caused its appropriate Subsidiary to execute a Pledge Agreement in respect of all of the stock or membership interests, as applicable, of such new Subsidiary and Borrower and any other pledgor Subsidiary shall have executed and delivered all financing statements and other documents reasonably requested by the Agent in connection therewith; 1.5 Section 7.02(a) is amended by adding thereto after the words "capital stock" in both places where such words appear the words "or membership interests"; and Section 7.02(b) is amended by adding thereto after the words "capital stock" in the introductory clause thereof the words "or membership interests, as applicable,". 6 1.6 Section 7.13 is amended and restated in its entirety to read as follows: 7.13. Amendment of Certain Documents. The Parent, Borrower and their respective Subsidiaries shall not permit any termination of, or any modification or amendment that is adverse in any respect to the Lenders to be made to either the certificate of incorporation or by-laws or the limited liability company agreement, as applicable, of the Parent, Borrower or any of their respective Subsidiaries or to the Tax Sharing Agreement. Except for modification, assumption and supplemental documents effective as of December 31, 1996, in connection with the merger of Great AQ Steamboat Co. into Great AQ Steamboat, L.L.C., Borrower and GAQSC shall not modify or amend the GAQSC Obligations, the GAQSC Trust Indenture, the GAQSC Security Agreement, the GAQSC Financial Agreement, the GAQSC Ship Mortgage, the GAQSC Depository Agreement or the GAQSC Guaranty without the prior written consent of the Agent. 1.7 Schedules 4.01(c) and 4.01(i) are amended and restated in their entirety as set forth in amended Schedules 4.01(c) and 4.01(i), respectively, attached hereto. 2. Waiver. The Lenders hereby waive any Event of Default or Potential Event of Default that may have occurred and be continuing prior to the effectiveness of this Amendment as a result of the creation of DQSB II, Inc. and the limited liability company Subsidiaries of Borrower and the merger of certain of the corporate operating Subsidiaries of Borrower into the respective limited liability company Subsidiaries. 3. Effectiveness. This Amendment and the foregoing waiver shall become effective as of March 26, 1997 upon satisfaction of the following conditions: (i) as of such date, no Event of Default or Potential Event of Default shall have occurred and be continuing under the Credit Agreement as amended by this Amendment and after giving effect to the foregoing waiver; and (ii) the Agent shall have received a copy of this Amendment duly executed by the Borrower, the Parent and the Lenders, together with the other documents described on the List of Supplemental Closing Documents attached hereto as Exhibit A. 4. Representation and Warranty. The Borrower and the Parent hereby represent and warrant that this Amendment, the Credit Agreement as amended hereby and each of the Loan Documents executed and delivered pursuant to Section 3 constitute legal, valid and binding obligations of the Borrower and the Parent and are enforceable against the Borrower, the Parent and each applicable Borrower Subsidiary in accordance with their respective terms, and that after giving effect to this Amendment and the waiver contained in Section 2, no Event of Default or Potential Event of Default has occurred and is continuing. 5. Effect Upon Loan Documents. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference in the other Loan Documents to "the Credit Agreement," "thereunder," "thereof," "therein," or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby. Except as expressly set forth herein, all terms and conditions of the Credit Agreement, the other Loan Documents and the other documents and agreements executed by the Borrower or its Affiliates in connection 7 therewith shall remain in full force and effect and are hereby ratified and confirmed in all respects. 6. Counterparts. This Amendment may be executed by the parties hereto on separate counterparts and each of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, this Amendment has been duly executed on the date set forth above. THE DELTA QUEEN STEAMBOAT CO., as Borrower By: \s\ Jordan B. Allen ------------------------------- Name: Jordan B. Allen Title: Senior Vice President AMERICAN CLASSIC VOYAGES CO., as Parent By: \s\ Jordan B. Allen ------------------------------- Name: Jordan B. Allen Title: Senior Vice President THE CHASE MANHATTAN BANK, as Agent and as a Lender By: \s\ Lisa D. Benitez ------------------------------- Name: Lisa D. Benitez Title: Vice President HIBERNIA NATIONAL BANK, as Co-Agent and as a Lender By: \s\ Lizette M. Terral ------------------------------- Name: Lizette M. Terral Title: Vice President 8 EXHIBIT A TO AMENDMENT NUMBER 2 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 22, 1996 AMONG THE DELTA QUEEN STEAMBOAT CO., AMERICAN CLASSIC VOYAGES CO., THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO AND THE CHASE MANHATTAN BANK, AS AGENT MARCH 26, 1997 LIST OF SUPPLEMENTAL CLOSING DOCUMENTS A. LOAN DOCUMENTS 1. Amendment Number 2 (the "AMENDMENT") dated as of March 26, 1997 (the "CLOSING DATE") to Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended by Amendment Number 1 dated as of November 18, 1996 (as so amended and as amended by the Amendment, the "CREDIT AGREEMENT"),(1) among The Delta Queen Steamboat Co. ("BORROWER"), American Classic Voyages Co., the financial institutions from time to time parties thereto and The Chase Manhattan Bank (formerly known as Chemical Bank) as agent thereunder (the "AGENT"). 2. Master Assumption Agreement and Fourth Master Amendment to Collateral Documents (the "MASTER ASSUMPTION") executed by DQSB II, Inc. ("DQII"), Great River Cruise Line, L.L.C. ("GRCL"), Great Ocean Cruise Line, L.L.C. ("GOCL" and, together with DQII and GRCL, the "NEW SUBSIDIARIES") and Cruise America Travel, Incorporated ("CAT") in favor of the Agent, evidencing the assumption by each of the New Subsidiaries of obligations under certain of the Subsidiary Security Agreements, the Subsidiary Guaranty and the Contribution Agreement and the consent by CAT to the Amendment and the other transactions contemplated thereby. 3. Addendum to Stock Pledge Agreement dated as of August 3, 1993 (the "STOCK PLEDGE ADDENDUM") executed by Borrower in favor of the Agent, evidencing the pledge by Borrower of all of its 100% interest in the capital stock of DQII, together with: - ------------ (1) All capitalized terms used herein that are defined in the Credit Agreement shall have the meanings ascribed to them therein unless otherwise specifically defined herein. Documents are dated the Closing Date unless otherwise indicated. 9 a. Stock certificate No. 1 representing 1,000 shares of common stock of DQII. b. Undated stock power executed by Borrower in blank with respect to the stock certificate described above. c. Acknowledgment of pledge executed by DQII. 4. Limited Liability Company Pledge Agreement (the "BORROWER LLC PLEDGE AGREEMENT") executed by Borrower in favor of the Agent, evidencing the pledge by Borrower of its 99% membership interest in each of GRCL and GOCL, together with: a. Instructions to register pledge executed by Borrower and addressed to each of GRCL and GOCL. b. Initial transaction statements executed by each of GRCL and GOCL and addressed to the Agent. 5. Limited Liability Company Pledge Agreement (the "DQII LLC PLEDGE AGREEMENT") executed by DQII in favor of the Agent, evidencing the pledge by DQII of its 1% membership interest in each of GRCL and GOCL, together with: a. Instructions to register pledge executed by DQII and addressed to each of GRCL and GOCL. b. Initial transaction statements executed by each of GRCL and GOCL and addressed to the Agent. 6. Second Amendment of Trust Indenture among the Agent, the Lenders, GRCL and Chase Bank as Trustee (the "DQ TRUSTEE") under the Ship Mortgage covering the Delta Queen. 7. Second Amendment of Trust Indenture among the Agent, the Lenders, GOCL and Chase Bank as Trustee (the "MQ TRUSTEE") under the Ship Mortgage covering the Mississippi Queen. 8. Assumption of Preferred Ship Mortgage (the "GRCL ASSUMPTION") executed by GRCL in favor of the DQ Trustee, evidencing GRCL's assumption of obligations under the Ship Mortgage covering the Delta Queen. 9. Assumption of Preferred Ship Mortgage (the "GOCL ASSUMPTION") executed by GOCL in favor of the MQ Trustee, evidencing GOCL's assumption of obligations under the Ship Mortgage covering the Mississippi Queen. 10. Security Agreement (the "DQII SECURITY AGREEMENT") executed by DQII in favor of the Agent, evidencing the grant of a senior security interest in all of its personal property. 10 B. UCC FILINGS AND LIEN SEARCH REPORTS 11. UCC-3 amendments to financing statements naming the Agent as secured party and filed against Borrower in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana 12. Post-filing UCC lien search reports of filings against Borrower in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana 13. UCC-1 financing statements naming the Agent as secured party and filed against DQII in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana 14. Post-filing UCC lien search reports of filings against DQII in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana 15. UCC-1 financing statements naming the Agent as secured party and filed against GRCL in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana 16. Post-filing UCC lien search reports of filings against GRCL in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana 17. UCC-1 financing statements naming the Agent as secured party and filed against GOCL in the respective offices of the: a. Secretary of State of Illinois 11 b. Recorder of Mortgages of Orleans Parish, Louisiana 18. Post-filing UCC lien search reports of filings against GOCL in the respective offices of the: a. Secretary of State of Illinois b. Recorder of Mortgages of Orleans Parish, Louisiana C. COMPANY DOCUMENTS 19. Certificate of Incorporation of Borrower, certified by the Secretary of State of Delaware. 20. Good Standing Certificate for Borrower from the respective offices of the: a. Secretary of State of Delaware b. Secretary of State of Louisiana 21. Certificate(s) executed by the Secretary or an Assistant Secretary of Borrower, certifying: (i) the names and true signatures of the officers of Borrower authorized to execute and deliver the Amendment, the Stock Pledge Addendum, the Borrower LLC Pledge Agreement and the UCC financing statements executed by Borrower (the "BORROWER DOCUMENTS"); (ii) that attached thereto as exhibits are true and correct copies of resolutions adopted by the Board of Directors of Borrower approving and authorizing, among other things, the merger of GRTC with and into Borrower and the execution and delivery of the Borrower Documents; (iii) that attached thereto as an exhibit is a true and correct copy of the Agreement of Merger dated December 27, 1996 between Great River Transportation Co. and Borrower; (iv) that there have been no changes to the Certificate of Incorporation of Borrower since the date of certification thereof by the Secretary of State of Delaware; and (v) that attached thereto as an exhibit is a true and correct copy of the By-Laws of Borrower as in effect on the Closing Date. 22. Certificate of Incorporation of DQII, certified by the Secretary of State of Delaware. 23. Good Standing Certificate for DQII from the office of the Secretary of State of Delaware. 24. Certificate(s) executed by the Secretary or an Assistant Secretary of DQII, certifying: (i) the names and true signatures of the officers of DQII authorized to execute and deliver the Master Assumption, the DQII LCC Pledge Agreement, the DQII Security Agreement and the UCC financing statements executed by DQII (the "DQII DOCUMENTS"); (ii) that attached thereto as an exhibit is a true and correct copy of a resolution adopted by the Board of Directors of DQII approving and authorizing, among other things, the execution and delivery of the DQII Documents; (ii) that there have been no changes to the Certificate of Incorporation of DQII since the date of certification thereof by the Secretary of State of 12 Delaware; and (iv) that attached thereto as an exhibit is a true and correct copy of the By- Laws of DQII as in affect on the Closing Date. 25. Certificate of Formation of GRCL, certified by the Secretary of State of Delaware. 26. Good Standing Certificates for GRCL from the respective offices of the: a. Secretary of State of Delaware b. Secretary of State of Louisiana 27. Certificates(s) executed by the Secretary or an Assistant Secretary of Borrower or DQII, as a Managing Member of GRCL, certifying: (i) the names and true signatures of persons authorized to execute and deliver the Master Assumption, the GRCL Assumption and the UCC financing statements executed by GRCL (the "GRCL DOCUMENTS"); (ii) that attached thereto as exhibits are true and correct copies of resolutions of the Managing Members of GRCL approving and authorizing, among other things, the merger of Great River Cruise Line, Inc. with and into GRCL and the execution and delivery of the GRCL Documents; (iii) that attached thereto as an exhibit is a true and correct copy of the Agreement of Merger dated December __, 1996 between Great River Cruise Line, Inc. and GRCL; (iv) that there have been no changes to the Certificate of Formation of GRCL since the date of certification thereof by the Secretary of State of Delaware; and (v) that attached thereto as an exhibit is a true and correct copy of the Limited Liability Company Agreement for GRCL as in effect on the Closing Date. 28. Certificate of Formation of GOCL, certified by the Secretary of State of Delaware. 29. Good Standing Certificates for GOCL from the respective offices of the: a. Secretary of State of Delaware b. Secretary of State of Louisiana 30. Certificates(s) executed by the Secretary or an Assistant Secretary of Borrower or DQII, as a Managing Member of GOCL, certifying: (i) the names and true signatures of persons authorized to execute and deliver the Master Assumption, the GOCL Assumption and the UCC financing statements executed by GOCL (the "GOCL DOCUMENTS"); (ii) that attached thereto as exhibits are true and correct copies of resolutions of the Managing Members of GOCL approving and authorizing, among other things, the merger of Great Ocean Cruise Line, Inc. with and into GOCL and the execution and delivery of the GOCL Documents; (iii) that attached thereto as an exhibit is a true and correct copy of the Agreement of Merger dated December __, 1996 between Great River Ocean Cruise Line, Inc. and GOCL; (iv) that there have been no changes to the Certificate of Formation of GOCL since the date of certification thereof by the Secretary of State of Delaware; and (v) that attached thereto as an exhibit is a true and correct copy of the Limited Liability Company Agreement for GOCL as in effect on the Closing Date. 13 D. MERGER DOCUMENTS 31. Certificate of Ownership and Merger of Great River Transportation Co. into The Delta Queen Steamboat Co., certified by the Secretary of State of Delaware. 32. Certificate of Merger of Great River Cruise Line, Inc. into Great River Cruise Line, L.L.C., certified by the Secretary of State of Delaware. 33. Certificate of Merger of Great Ocean Cruise Line, Inc. into Great Ocean Cruise Line, L.L.C., certified by the Secretary of State of Delaware. E. OPINIONS 34. Opinion of Rosenberg & Liebentritt, P.C., counsel to Borrower and the Guarantors, addressed to the Agent and the Lenders. 35. Opinion of Adams and Reese, special Louisiana and maritime counsel to Borrower and the Guarantors, addressed to the Agent and the Lenders. F. INSURANCE DOCUMENTS 36. Notices of Assignment of Insurance executed by GRCL and GOCL. 37. Irrevocable Authorizations to Collect Insurance Claims executed by GRCL and GOCL. 38. Insurance certificates naming the Agent as an additional insured. 39. Lender's Loss Payable Endorsements with respect to property casualty policies. G. REPLACEMENT NOTES 40. Third Amended and Restated Revolving Loan Notes in the aggregate maximum principal amount of $15,000,000, executed by Borrower and payable to each of the Lenders as follows: The Chase Manhattan Bank $7,500,000 Hibernia National Bank $7,500,000 EX-4.(II)(A)(30) 4 MASTER ASSUMP AGMT AND 4TH AMEND COLLATRL DOCS 1 EXHIBIT 4.(ii)(a)(30) MASTER ASSUMPTION AGREEMENT AND FOURTH MASTER AMENDMENT TO COLLATERAL DOCUMENTS dated as of March 26, 1997 This MASTER ASSUMPTION AGREEMENT AND FOURTH MASTER AMENDMENT TO COLLATERAL DOCUMENTS ("MASTER ASSUMPTION") is made as of March 26, 1997, among THE DELTA QUEEN STEAMBOAT CO. (formerly known as DQSC-2, Inc.), a Delaware corporation ("BORROWER"), AMERICAN CLASSIC VOYAGES CO. (formerly known as The Delta Queen Steamboat Co.), a Delaware corporation ("PARENT"), CRUISE AMERICA TRAVEL, INCORPORATED, a Delaware corporation ("CRUISE AMERICA"), DQSB II, Inc., a Delaware corporation ("DQII"), GREAT RIVER CRUISE LINE, L.L.C., a Delaware limited liability company ("GREAT RIVER"), GREAT OCEAN CRUISE LINE, L.L.C., a Delaware limited liability company ("GREAT OCEAN", and collectively with Cruise America, DQII and Great River, the "BORROWER SUBSIDIARIES"), and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), a New York banking corporation, as agent (hereinafter in such capacity, the "AGENT") for itself and the Lenders as referred to and defined in the "Amended Credit Agreement" described below. Borrower, Parent and the Borrower Subsidiaries are referred to collectively herein as the "DQ ENTITIES." Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Amended Credit Agreement. RECITALS: A. Borrower, Parent, certain lenders and the Agent entered into a certain Credit Agreement dated as of August 3, 1993 (the "ORIGINAL CREDIT AGREEMENT"). In connection with the Original Credit Agreement, Parent, Cruise America, Great River Cruise Line, Inc., a Delaware corporation ("GRCL"), and Great Ocean Cruise Line, Inc., a Delaware corporation ("GOCL"), among other parties, entered into a Guaranty dated as of August 3, 1993 (as amended from time to time, the "GUARANTY") and a Contribution Agreement dated as of August 3, 1993 (as amended from time to time, the "CONTRIBUTION AGREEMENT"). To secure their obligations under the Guaranty, GRCL and GOCL, among other things, each entered into a Security Agreement dated as of August 3, 1993 (as amended from time to time, the "GR SECURITY AGREEMENT" and the "GO SECURITY AGREEMENT," respectively), a Preferred Ship Mortgage dated as of August 3, 1993 (as amended from time to time, the "GR Ship Mortgage," which pertains to the Delta Queen (Official #225875), and the "GO Ship Mortgage," which pertains to the Mississippi Queen (Official #574200) respectively), a Trust Indenture, with respect to each Preferred Ship Mortgage (as amended from time to time, the "GR Trust Indenture," which pertains to the GR Ship Mortgage, and the "GO Trust Indenture," which pertains to the GO Ship Mortgage, respectively), and a First Assignment of Insurance dated as of August 3, 1993 (as amended from time to time, the "GR INSURANCE ASSIGNMENT" and the "GO INSURANCE ASSIGNMENT," respectively). 2 B. The Original Credit Agreement has been superseded by the Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended by Amendment No. 1 thereto dated as of November 18, 1996, and by Amendment No. 2 thereto of even date herewith (as so amended, the "AMENDED CREDIT AGREEMENT"), among Borrower, Parent, certain lenders and the Agent. C. GRCL has merged into Great River, with Great River as the surviving entity, and GOCL has merged into Great Ocean, with Great Ocean as the surviving entity. D. Each of the DQ Entities will derive both direct and indirect benefits from the loans made pursuant to the Amended Credit Agreement. E. It is a condition precedent to making the loans, advances and other financial accommodations by the Lenders under the Amended Credit Agreement that the DQ Entities enter into this Master Assumption to acknowledge and agree that the Collateral Documents and the liens and security interests granted thereunder secure the Obligations of Borrower under the Amended Credit Agreement. NOW, THEREFORE, in consideration of the premises set forth herein and for the good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assumption Agreements. (a) DQII hereby (i) shall become a party to the Guaranty and to the Contribution Agreement as a Guarantor thereunder, (ii) assumes all of the obligations of a Guarantor under the Guaranty and under the Contribution Agreement and agrees to perform in accordance with their respective terms all of the covenants and obligations thereunder, and (iii) agrees to be bound in all respects by the terms and provisions of the Guaranty and the Contribution Agreement, including, without limitation, Section 16 of the Guaranty, as if DQII were a signatory party thereto. (b) Great River hereby (i) shall become a party to the Guaranty and to the Contribution Agreement as a Guarantor thereunder and to the GR Security Agreement, the GR Ship Mortgage, the GR Trust Indenture and the GR Insurance Assignment, (ii) assumes all of the obligations of a Guarantor under the Guaranty and under the Contribution Agreement and all of the obligations of GRCL under the GR Security Agreement and the GR Insurance Assignment and agrees to perform in accordance with their respective terms all of the covenants and obligations thereunder, (iii) agrees to be bound in all respects by the terms and provisions of the Guaranty (including, without limitation, Section 16 thereof), the Contribution Agreement, the GR Security Agreement (including, without limitation, Section 22 thereof) and the GR Insurance Assignment, as if Great River were a signatory party thereto, and (iv) for Louisiana executory process purposes, hereby acknowledges to be indebted to the Agent and the Lenders in the amount of the Guaranteed Obligations (as defined in the GR Security Agreement) and confesses judgment with respect to all Guaranteed Obligations. Each reference to GRCL in the GR Security Agreement shall be deemed to refer to Great River, and all -2- 3 Collateral (as defined in the GR Security Agreement) of Great River shall be subject to the lien of and terms and provisions of the GR Security Agreement. (c) Great Ocean hereby (i) shall become a party to the Guaranty and to the Contribution Agreement as a Guarantor thereunder and to the GO Security Agreement, the GO Ship Mortgage, the GO Trust Indenture, and the GO Insurance Assignment, (ii) assumes all of the obligations of a Guarantor under the Guaranty and under the Contribution Agreement and all of the obligations of GOCL under the GO Security Agreement and the GO Insurance Assignment and agrees to perform in accordance with their respective terms all of the covenants and obligations thereunder, (iii) agrees to be bound in all respects by the terms and provisions of the Guaranty (including, without limitation, Section 16 thereof), the Contribution Agreement and the GO Security Agreement (including, without limitation, Section 22 thereof) and the GO Insurance Assignment, as if Great Ocean were a signatory party thereto, and (iv) for Louisiana executory process purposes, hereby acknowledges to be indebted to the Agent and the Lenders in the amount of the Guaranteed Obligations (as defined in the GO Security Agreement), and confesses judgment with respect to all Guaranteed Obligations. Each reference to GOCL in the GOCL Security Agreement shall be deemed to refer to Great Ocean, and all Collateral (as defined in the GO Security Agreement) of Great Ocean shall be subject to the lien of and the terms and provisions of the GO Security Agreement. 2. Amendments to Collateral Documents. Each of the DQ Entities hereby agrees that the Obligations under the Amended Credit Agreement are secured by the Collateral Documents, including, without limitation, the Security Agreements, the Guaranty and the Pledge Agreements. All references therein to "Obligations" under the Original Credit Agreement or any amendment thereof shall be deemed to include the "Obligations" of the Borrower pursuant to the Amended Credit Agreement. All references to the "Credit Agreement" shall be deemed to refer to the Amended Credit Agreement. 3. Reaffirmation. Each of the Parent, Cruise America, DQII, Great River and Great Ocean (collectively, the "DQ GUARANTORS") hereby consents to the terms and conditions of the Amended Credit Agreement and reaffirms its guarantee of the Obligations pursuant to the Guaranty, which Guaranty remains in full force and effect. Each of the DQ Guarantors acknowledges and represents that it has received and reviewed a copy of the Amended Credit Agreement and acknowledges and agrees that the Loan Documents remain in full force and effect as modified hereby and are hereby ratified and confirmed. The execution of this Master Assumption shall not operate as a waiver of any right, power or remedy of the Agent or any Lender, nor constitute a waiver of any provision of the Loan Documents. 4. Successors and Assigns. This Master Assumption shall be binding upon each of the DQ Entities and upon their respective successors and assigns and shall inure to the benefit of the Lenders and the Agent and their respective successors and assigns; all references herein to any of the "DQ Entities" shall be deemed to include their respective successors and assigns. The successors and assigns of such entities shall include, without limitation, their respective receivers, trustees or debtors-in-possession; provided, however, that none of such entities shall -3- 4 voluntarily assign or transfer its rights or obligations hereunder without the Agent's prior written consent. 5. Further Assurances. Each of the DQ Entities hereby agrees from time to time, as and when requested by the Agent, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent may deem necessary or desirable in order to carry out the intent and purposes of this Master Assumption and the Loan Documents. 6. GOVERNING LAW. THE AGENT HEREBY ACCEPTS THIS MASTER ASSUMPTION, ON BEHALF OF ITSELF AS THE AGENT AND AS A LENDER, AND THE OTHER LENDERS, AT NEW YORK, NEW YORK, BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE AMONG THE AGENT, ANY OF THE LENDERS AND ANY OF THE DQ ENTITIES ARISING OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS MASTER ASSUMPTION AS IT AMENDS THE GUARANTY, THE CONTRIBUTION AGREEMENT AND THE PLEDGE AGREEMENTS AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE CONFLICTS OF LAW PROVISIONS, OF THE STATE OF NEW YORK. ANY DISPUTE AMONG THE AGENT, ANY OF THE LENDERS AND ANY OF THE DQ ENTITIES ARISING OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS MASTER ASSUMPTION AS IT AMENDS THE SECURITY AGREEMENTS AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE CONFLICTS OF LAW PROVISIONS, OF THE STATE OF LOUISIANA. 7. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL. (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTION. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE. (B) OTHER JURISDICTIONS. EACH OF THE DQ ENTITIES AGREES THAT THE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST EACH OF THE DQ ENTITIES OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER ANY OF THE DQ ENTITIES OR (2) REALIZE ON THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, THE REAL PROPERTY COLLATERAL) OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF -4- 5 SUCH PERSON. EACH OF THE DQ ENTITIES AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, THE REAL PROPERTY COLLATERAL) OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. EACH OF THE DQ ENTITIES WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION. (C) SERVICE OF PROCESS. EACH OF THE DQ ENTITIES WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, IRREVOCABLY APPOINTS THE PRENTICE HALL CORPORATION SYSTEM, INC., SUCH DQ ENTITIES' REGISTERED AGENT, WHOSE ADDRESS IS 500 CENTRAL AVENUE, ALBANY, NEW YORK 12206, AS SUCH DQ ENTITIES' AGENT FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS ISSUED BY ANY COURT. EACH OF THE DQ ENTITIES IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE. (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (E) WAIVER OF BOND. EACH OF THE DQ ENTITIES WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO REALIZE ON THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, THE REAL PROPERTY COLLATERAL) OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. -5- 6 8. Advice of Counsel. Each of the DQ Entities represents and warrants to the Agent and the Lenders that it has discussed this Master Assumption with its lawyers. 9. Notices. Each of the DQ Entities (other than Borrower) appoints Borrower as its agent to receive notices and other communications under this Master Assumption. Any such notice or communication received by Borrower under this Master Assumption shall be deemed to have been received by each DQ Entity. All such notices to Borrower shall be given in the manner and to the addresses set forth in the Amended Credit Agreement. 10. Severability. Wherever possible, each provision of this Master Assumption shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Master Assumption shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Master Assumption. 11. Collateral. Each of the DQ Entities hereby acknowledges and agrees that its obligations under this Master Assumption are secured under and pursuant to the terms and provisions of each of the Collateral Documents to which it is a party. 12. Merger. This Master Assumption and the Assumptions of Preferred Ship Mortgage by GRCL and GOCL, respectively, represent the final agreement of each of the DQ Entities and the Agent with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or prior or subsequent oral agreements, among any of the DQ Entities and the Agent or any Lender. 13. Execution in Counterparts. This Master Assumption may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 14. Definitions. The singular shall include the plural and vice versa and any gender shall include any other gender as the context may require. 15. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof. 16. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Master Assumption. In the event an ambiguity or question of intent or interpretation arises, this Master Assumption shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Master Assumption. -6- 7 IN WITNESS WHEREOF, this Master Assumption has been duly executed by each of the undersigned as of the day and year first set forth above. THE DELTA QUEEN STEAMBOAT CO. (formerly known as DQSC-2, Inc.) By: \s\ Jordan B. Allen ---------------------------- Name: Jordan B. Allen Title: Senior Vice President AMERICAN CLASSIC VOYAGES CO. (formerly known as The Delta Queen Steamboat Co.) By: \s\ Jordan B. Allen ----------------------------- Name: Jordan B. Allen Title: Senior Vice President CRUISE AMERICA TRAVEL, INCORPORATED By: \s\ Jordan B. Allen ----------------------------- Name: Jordan B. Allen Title: Senior Vice President GREAT RIVER CRUISE LINE, L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: \s\ Jordan B. Allen ------------------------------ Name: Jordan B. Allen Title: Senior Vice President -7- 8 By: DQSB II, Inc., a Managing Member By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President GREAT OCEAN CRUISE LINE, L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: \s\ Jordan B. Allen ------------------------------ Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President DQSB II, INC. By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President THE CHASE MANHATTAN BANK, as Agent By: \s\ Lisa D. Benitez ---------------------------------- Name: Lisa D. Benitez Title: Vice President -8- EX-4.(II)(A)(31) 5 2ND AMENDMENT OF TRUST INDENTURE GOCL 1 EXHIBIT 4.(ii)(a)(31) SECOND AMENDMENT OF TRUST INDENTURE ORIGINAL MORTGAGOR: GREAT OCEAN CRUISE LINE, INC. ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 ASSUMING PARTY: GREAT OCEAN CRUISE LINE, L.L.C. ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 TRUSTEE: THE CHASE MANHATTAN BANK, FORMERLY KNOWN AS CHEMICAL BANK, AS AGENT AND TRUSTEE FOR THE BENEFIT OF THE LENDERS (TIN 13-4994650) 270 PARK AVENUE NEW YORK, NEW YORK 10017 ______________________________________________________________________________ This SECOND AMENDMENT OF TRUST INDENTURE (this "Second Amendment") dated as of the 26th day of March, 1997 is entered into by and among GREAT OCEAN CRUISE LINE, L.L.C., a Delaware limited liability company ("Mortgagor"), and THE CHASE MANHATTAN BANK, formerly known as Chemical Bank, a New York banking corporation, as agent (hereinafter in such capacity, the "Agent" or "Trustee") for itself and the Lenders (as referred to and as defined in the "Credit Agreement" described below), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES of the Credit Agreement described below and each other financial institution which from time to becomes a party thereto in accordance with the provisions thereof (together with their respective successors and assigns individually, a "Lender" and, collectively, the "Lenders") (the "Lenders" and the "Mortgagor" being sometimes referred to individually as a "Settlor" and collectively "Settlors"), and The Chase Manhattan Bank, not in its individual capacity but as trustee under that certain Trust Indenture dated as of August 3, 1993 by and among Agent, the Lenders to the Original Credit Agreement, and Great Ocean Cruise Line, Inc. ("Original Mortgagor") (such agreement, the "Original Trust Indenture", together with any amendments thereto, the "Trust Indenture"). WHEREAS, in connection with that certain Credit Agreement by and among The Delta Queen Steamboat Co. (formerly known as DQSC-2, Inc.), American Classic Voyages Co. (formerly known as the Delta Queen Steamboat Co.), Agent and the original Lenders, dated as of August 3, 1993 (the "Original Credit Agreement", such agreement, as now or hereafter amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), the Trustee, Original Mortgagor and the original Lenders to the Original Credit Agreement have previously entered into the Original Trust Indenture, which is hereby confirmed, whereunder the Trustee agreed on behalf of Settlors to hold as agent that certain Preferred Ship Mortgage dated as of August 3, 1993, by Original Mortgagor in favor of Trustee (the "Original Mortgage"), and related indebtedness secured thereunder, which Original Mortgage was recorded with the 8th Coast Guard District in PM Book 245, Instrument 64, and which Original Mortgage affects 100% of the interest of Mortgagor in the vessel "Mississippi Queen", Official No. 574200; which Original Mortgage has been amended from time to time, including under an Amendment recorded on April 7, 1995 with the Eighth Coast Guard District in PM Book 9504, Instrument 226; by Second Amendment recorded on September 7, 1995 with the National Vessel Documentation Center in Book 96-05, Instrument 659, and by Third Amendment recorded on March 3, 1997 with the National Vessel Documentation Center in Book 97-17, Instrument 210; WHEREAS, pursuant to merger, Original Mortgagor was merged into Great Ocean Cruise Line, L.L.C., as evidenced by the Certificate of Merger filed with the Delaware Secretary of State on December 27, 1996, effective as of December 31, 1996, a copy of which is attached; WHEREAS, under an Assumption of Preferred Ship Mortgage of even date herewith, Mortgagor has confirmed that it has assumed all of Original Mortgagor's obligations under the Mortgage; NOW THEREFORE, the parties agree and acknowledge the following: 2 Mortgagor hereby confirms that it has assumed all of the obligations of Original Mortgagor under the Mortgage and all other documents executed by Original Mortgagor in connection with the Credit Agreement, including the Trust Indenture. Trustee hereby confirms that it holds as agent the Mortgage and the indebtedness secured thereby, in trust on behalf of the Settlors, and serves as Mortgagee under the Mortgage. In recognition of the merger of Mortgagor and Original Mortgagor, all references in the Trust Indenture to "Mortgagor" are hereby amended to refer to Great Ocean Cruise Line, L.L.C. All references to "Chemical Bank" contained in the Trust Indenture are hereby amended to refer to "The Chase Manhattan Bank, formerly known as Chemical Bank". All of the terms and provisions of the Original Trust Indenture, as previously amended, except as may be affected by this Second Amendment, shall remain in full force and effect. TRUSTEE: THE CHASE MANHATTAN BANK (FORMERLY KNOWN AS CHEMICAL BANK) By: /s/ Lisa D. Benitez ------------------------------- Title: Vice President SETTLORS: THE CHASE MANHATTAN BANK (FORMERLY KNOWN AS CHEMICAL BANK) By: /s/ Lisa D. Benitez ------------------------------- Name: Lisa D. Benitez Title: Vice President HIBERNIA NATIONAL BANK By: /s/ Lizette M. Terral ------------------------------- Name: Lizette M. Terral Title: Vice President GREAT OCEAN CRUISE LINE, L.L.C., a Delaware limited liability company BY: The Delta Queen Steamboat Co., a managing member By: /s/ Jordan B. Allen ---------------------------- Name: Jordan B. Allen Title: Senior Vice President BY: DQSB II, Inc. a managing member By: /s/ Jordan B. Allen --------------------------- Name: Jordan B. Allen Title: Senior Vice President 3 ACKNOWLEDGEMENT STATE OF NEW YORK COUNTY OF NEW YORK On this 27th day of March, 1997, before me, the undersigned authority, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Lisa D. Benitez, appearing herein in her capacity as Vice President of The Chase Manhattan Bank, formerly known as Chemical Bank, a New York banking corporation, to me personally known to be the identical person whose name is subscribed to the foregoing instrument, who declared and acknowledged in the presence of the undersigned competent witnesses, that she executed the same on behalf of such with full authority, and that the instrument is the free act and deed of such Bank, executed for the uses, purposes and benefits therein expressed. /s/ H. Scott Kenyon ------------------------ NOTARY PUBLIC 4 ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned Notary Public, personally came and appeared Jordan B. Allen, the duly authorized Senior Vice President and representative of The Delta Queen Steamboat Co. and DQSB II, Inc., the managing members of Great Ocean Cruise Line, L.L.C., as duly authorized representative of Great Ocean Cruise Line, L.L.C. who declared that he is the duly authorized representative of Great Ocean Cruise Line, L.L.C. and its aforementioned managing members, and that he signed the above instrument on the authorization of articles of organization of Great Ocean Cruise Line, L.L.C. and the board of directors of such managing members and that the same is the free and voluntary act and deed of said Great Ocean Cruise Line, L.L.C and said members, and of himself in his capacity as representative thereof, for the uses and purposes therein expressed. /s/ Jordan B. Allen - ---------------------------- Name: Jordan B. Allen SWORN TO AND SUBSCRIBED BEFORE ME on the 26th day of March, 1997. /s/ Theresa H. Reed-Adams - ------------------------------ NOTARY PUBLIC My commission expires: 11/22/98 5 ACKNOWLEDGEMENT STATE OF LOUISIANA PARISH OF ORLEANS On this 23rd day of April, 1997, before me, the undersigned authority, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Lizette M. Terral, appearing herein in her capacity as Vice President of Hibernia National Bank, a national bank, to me personally known to be the identical person whose name is subscribed to the foregoing instrument, who declared and acknowledged in the presence of the undersigned competent witnesses, that she executed the same on behalf of such with full authority, and that the instrument is the free act and deed of such bank, executed for the uses, purposes and benefits therein expressed. /s/ Donna A. Byrne ---------------------------- NOTARY PUBLIC EX-4.(II)(A)(32) 6 2ND AMENDMENT OF TRUST INDENTURE GRCL 1 EXHIBIT 4.(ii)(a)(32) SECOND AMENDMENT OF TRUST INDENTURE ORIGINAL MORTGAGOR: GREAT RIVER CRUISE LINE, INC. ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 ASSUMING PARTY: GREAT RIVER CRUISE LINE, L.L.C. ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 TRUSTEE: THE CHASE MANHATTAN BANK, FORMERLY KNOWN AS CHEMICAL BANK, AS AGENT AND TRUSTEE FOR THE BENEFIT OF THE LENDERS (TIN 13-4994650) 270 PARK AVENUE NEW YORK, NEW YORK 10017 ______________________________________________________________________________ This SECOND AMENDMENT OF TRUST INDENTURE (this "Second Amendment") dated as of the 26th day of March, 1997 is entered into by and among GREAT RIVER CRUISE LINE, L.L.C., a Delaware limited liability company ("Mortgagor"), and THE CHASE MANHATTAN BANK, formerly known as Chemical Bank, a New York banking corporation, as agent (hereinafter in such capacity, the "Agent" or "Trustee") for itself and the Lenders (as referred to and as defined in the "Credit Agreement" described below), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES of the Credit Agreement described below and each other financial institution which from time to becomes a party thereto in accordance with the provisions thereof (together with their respective successors and assigns individually, a "Lender" and, collectively, the "Lenders") (the "Lenders" and the "Mortgagor" being sometimes referred to individually as a "Settlor" and collectively "Settlors"), and The Chase Manhattan Bank, not in its individual capacity but as trustee under that certain Trust Indenture dated as of August 3, 1993 by and among Agent, the Lenders to the Original Credit Agreement, and Great River Cruise Line, Inc. ("Original Mortgagor") (such agreement, the "Original Trust Indenture", together with any amendments thereto, the "Trust Indenture"). WHEREAS, in connection with that certain Credit Agreement by and among The Delta Queen Steamboat Co. (formerly known as DQSC-2, Inc.), American Classic Voyages Co. (formerly known as the Delta Queen Steamboat Co.), Agent and the original Lenders, dated as of August 3, 1993 (the "Original Credit Agreement", such agreement, as now or hereafter amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), the Trustee, Original Mortgagor and the original Lenders to the Original Credit Agreement have previously entered into the Original Trust Indenture, which is hereby confirmed, whereunder the Trustee agreed on behalf of Settlors to hold as agent that certain Preferred Ship Mortgage dated as of August 3, 1993, by Original Mortgagor in favor of Trustee (the "Original Mortgage"), and related indebtedness secured thereunder, which Original Mortgage was recorded with the 8th Coast Guard District in PM Book 245, Instrument 65, and which Original Mortgage affects 100% of the interest of Mortgagor in the vessel "Delta Queen", Official No. 225875; which Original Mortgage has been amended from time to time, including under an Amendment recorded on April 7, 1995 with the Eighth Coast Guard District in PM Book 9504, Instrument 227; by Second Amendment recorded on September 7, 1995 with the National Vessel Documentation Center in Book 96-03, Instrument 673, and by Third Amendment recorded on March 3, 1997 with the National Vessel Documentation Center in Book 97-17, Instrument 209; WHEREAS, pursuant to merger, Original Mortgagor was merged into Great River Cruise Line, L.L.C., as evidenced by the Certificate of Merger filed with the Delaware Secretary of State on December 27, 1996, effective as of December 31, 1996, a copy of which is attached; WHEREAS, under an Assumption of Preferred Ship Mortgage of even date herewith, Mortgagor has confirmed that it has assumed all of Original Mortgagor's obligations under the Mortgage; NOW THEREFORE, the parties agree and acknowledge the following: Mortgagor hereby confirms that it has assumed all of the obligations of Original Mortgagor under the Mortgage and all other documents executed by Original Mortgagor in connection with the Credit Agreement, including the Trust Indenture. 2 Trustee hereby confirms that it holds as agent the Mortgage and the indebtedness secured thereby, in trust on behalf of the Settlors, and serves as Mortgagee under the Mortgage. In recognition of the merger of Mortgagor and Original Mortgagor, all references in the Trust Indenture to "Mortgagor" are hereby amended to refer to Great River Cruise Line, L.L.C. All references to "Chemical Bank" contained in the Trust Indenture are hereby amended to refer to "The Chase Manhattan Bank, formerly known as Chemical Bank". All of the terms and provisions of the Original Trust Indenture, as previously amended, except as may be affected by this Second Amendment, shall remain in full force and effect. TRUSTEE: THE CHASE MANHATTAN BANK (FORMERLY KNOWN AS CHEMICAL BANK) By: /s/ Lisa D. Benitez ------------------------------- Title: Vice President SETTLORS: THE CHASE MANHATTAN BANK (FORMERLY KNOWN AS CHEMICAL BANK) By: /s/ Lisa D. Benitez ------------------------------- Name: Lisa D. Benitez Title: Vice President HIBERNIA NATIONAL BANK By: /s/ Lizette M. Terral ------------------------------- Name: Lizette M. Terral Title: Vice President GREAT OCEAN CRUISE LINE, L.L.C., a Delaware limited liability company BY: The Delta Queen Steamboat Co., a managing member By: /s/ Jordan B. Allen ---------------------------- Name: Jordan B. Allen Title: Senior Vice President BY: DQSB II, Inc. a managing member By: /s/ Jordan B. Allen --------------------------- Name: Jordan B. Allen Title: Senior Vice President 3 ACKNOWLEDGEMENT STATE OF NEW YORK COUNTY OF NEW YORK On this 27th day of March, 1997, before me, the undersigned authority, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Lisa D. Benitez, appearing herein in her capacity as Vice President of The Chase Manhattan Bank, formerly known as Chemical Bank, a New York banking corporation, to me personally known to be the identical person whose name is subscribed to the foregoing instrument, who declared and acknowledged in the presence of the undersigned competent witnesses, that she executed the same on behalf of such with full authority, and that the instrument is the free act and deed of such Bank, executed for the uses, purposes and benefits therein expressed. /s/ H. Scott Kenyon ----------------------------- NOTARY PUBLIC 4 ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned Notary Public, personally came and appeared Jordan B. Allen, the duly authorized Senior Vice President and representative of The Delta Queen Steamboat Co. and DQSB II, Inc., the managing members of Great River Cruise Line, L.L.C., as duly authorized representative of Great River Cruise Line, L.L.C. who declared that he is the duly authorized representative of Great River Cruise Line, L.L.C. and its aforementioned managing members, and that he signed the above instrument on the authorization of articles of organization of Great River Cruise Line, L.L.C. and the board of directors of such managing members and that the same is the free and voluntary act and deed of said Great River Cruise Line, L.L.C and said members, and of himself in his capacity as representative thereof, for the uses and purposes therein expressed. /s/ Jordan B. Allen - ---------------------------- Name: Jordan B. Allen SWORN TO AND SUBSCRIBED BEFORE ME on the 26th day of March, 1997. /s/ Theresa H. Reed-Adams - ------------------------------ NOTARY PUBLIC My commission expires: 11/22/98 5 ACKNOWLEDGEMENT STATE OF LOUISIANA PARISH OF ORLEANS On this 23rd day of April, 1997, before me, the undersigned authority, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Lizette M. Terral, appearing herein in her capacity as Vice President of Hibernia National Bank, a national bank, to me personally known to be the identical person whose name is subscribed to the foregoing instrument, who declared and acknowledged in the presence of the undersigned competent witnesses, that she executed the same on behalf of such with full authority, and that the instrument is the free act and deed of such bank, executed for the uses, purposes and benefits therein expressed. /s/ Donna A. Byrne ---------------------------- NOTARY PUBLIC EX-4.(II)(A)(33) 7 ASSUMPTION OF MORT. MISS. QUEEN 1 EXHIBIT 4.(ii)(a)(33) ASSUMPTION OF PREFERRED SHIP MORTGAGE ON 100.000% OF THE MISSISSIPPI QUEEN OFFICIAL NO. 574200 EXECUTED BY GREAT OCEAN CRUISE LINE, L.L.C. (T.I.N. 72-1351947) IN FAVOR OF THE CHASE MANHATTAN BANK, FORMERLY KNOWN AS CHEMICAL BANK, AS TRUSTEE AND AGENT ("MORTGAGEE") MORTGAGEE'S PERCENTAGE OF INTEREST IN MORTGAGE: 100.000% ON THE 26TH DAY OF MARCH , 1997 FOR THE PRINCIPAL SUM OF $25,000,000.00, PLUS INTEREST, EXPENSES, FEES AND PROTECTIVE ADVANCES GROSS TONNAGE: 3364 NET TONNAGE: 1684 YEAR BUILT: 1976 LOCATION OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA HAILING PORT OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA ORIGINAL MORTGAGOR: GREAT OCEAN CRUISE LINE, INC. ASSUMING PARTY: GREAT OCEAN CRUISE LINE, L.L.C. 2 ASSUMPTION OF PREFERRED SHIP MORTGAGE ================================================================================ INFORMATION REQUIRED UNDER 46 CFR '67.239: ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 ASSUMING PARTY: GREAT OCEAN CRUISE LINE, L.L.C. ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 TRUSTEE: THE CHASE MANHATTAN BANK, FORMERLY KNOWN AS CHEMICAL BANK, AS AGENT AND TRUSTEE FOR THE BENEFIT OF THE LENDERS (TIN 13-4994650) 270 PARK AVENUE NEW YORK, NEW YORK 10017 Date of Assumption: March, 1997 ================================================================================ Principal obligations secured, direct or contingent, exclusive of interest, expenses and fees, pursuant to 46 U.S.C.A '31321 (b) (3) and 46 CFR '67.235 (a) (2) (iii): $25,000,000.00 Description of Vessel: Name: Mississippi Queen; Official Number: 574200; Gross Tonnage: 3364; Net Tonnage: 1684; Year Built: 1976; Hailing Port: New Orleans, Louisiana; Grantor's Percentage of Interest: 100.00%. Location of Vessel: New Orleans, Louisiana. ================================================================================ ASSUMPTION OF PREFERRED SHIP MORTGAGE ASSUMPTION OF PREFERRED SHIP MORTGAGE MADE AND ENTERED INTO BY AND BETWEEN THE ABOVE NAMED MORTGAGOR IN FAVOR OF THE ABOVE-NAMED MORTGAGEE, ENCUMBERING THE VESSEL DESCRIBED ABOVE. BE IT KNOWN, THAT ON THIS 26TH DAY OF MARCH, 1997; IN THE PRESENCE OF THE WITNESSES HEREINAFTER NAMED AND UNDERSIGNED, PERSONALLY CAME AND APPEARED: GREAT OCEAN CRUISE LINE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("MORTGAGOR"), WHOSE LOUISIANA MAILING ADDRESS IS ROBIN STREET WHARF,1380 PORT OF NEW ORLEANS PLACE, NEW ORLEANS, LA 70130, WHOSE TAXPAYER IDENTIFICATION NUMBER IS 72-1351947, SUCCESSOR BY MERGER TO GREAT OCEAN CRUISE LINE, INC., A DELAWARE CORPORATION, AS EVIDENCED BY CERTIFICATE OF MERGER FILED WITH THE DELAWARE SECRETARY OF STATE ON DECEMBER 27, 1996, BUT EFFECTIVE AS OF DECEMBER 31, 1996, REPRESENTED HEREIN BY AND THROUGH THE DELTA QUEEN STEAMBOAT CO., A DELAWARE CORPORATION, A MANAGING MEMBER, ITSELF APPEARING THROUGH JORDAN B. ALLEN, ITS SENIOR VICE PRESIDENT AND DULY AUTHORIZED REPRESENTATIVE PURSUANT TO A RESOLUTION OF ITS BOARD OF DIRECTORS, A CERTIFIED COPY OF WHICH IS ATTACHED HERETO, AND DQSB II, INC., A DELAWARE CORPORATION, A MANAGING MEMBER, ITSELF APPEARING THROUGH JORDAN B. ALLEN, ITS SENIOR VICE PRESIDENT AND DULY AUTHORIZED REPRESENTATIVE PURSUANT TO A RESOLUTION OF ITS BOARD OF DIRECTORS, A CERTIFIED COPY OF WHICH IS ATTACHED HERETO; WHICH MANAGING MEMBERS ARE AUTHORIZED UNDER THE TERMS OF MORTGAGOR'S OPERATING AGREEMENT AND A UNANIMOUS CONSENT RESOLUTION OF ITS MEMBERS, A CERTIFIED COPY OF WHICH IS ATTACHED HERETO; GREAT OCEAN CRUISE LINE, INC., WHOSE LEGAL SUCCESSOR BY MERGER IS GREAT OCEAN CRUISE LINE, L.L.C., APPEARING HEREIN THROUGH ITS DULY AUTHORIZED REPRESENTATIVE ("ORIGINAL MORTGAGOR"); THE CHASE MANHATTAN BANK, A BANK ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK, FORMERLY KNOWN AS CHEMICAL BANK, IN ITS CAPACITY AS AGENT AND TRUSTEE FOR THE LENDERS UNDER THE 3 PREFERRED SHIP MORTGAGE PAGE 2 TRUST INDENTURE ("MORTGAGEE"); WHEREAS, GREAT OCEAN CRUISE LINE, INC. ("ORIGINAL MORTGAGOR") GRANTED THAT CERTAIN PREFERRED SHIP MORTGAGE, DATED AUGUST 3, 1993 (THE "ORIGINAL MORTGAGE", TOGETHER WITH ANY AMENDMENTS THERETO, INCLUDING THIS ASSUMPTION, THE "MORTGAGE"), WHICH ORIGINAL MORTGAGE WAS RECORDED WITH THE EIGHT COAST GUARD DISTRICT ON AUGUST 16, 1993 AT 9:24 A.M. IN PM BOOK 245, INSTR. 64; AND WHEREAS, THE ORIGINAL MORTGAGE WAS GRANTED TO SECURE PAYMENT OF THE OBLIGATIONS (AS DEFINED THEREIN), UP TO A MAXIMUM SECURED PRINCIPAL AMOUNT SET FORTH THEREIN, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES, WHICH OBLIGATIONS INCLUDED ALL INDEBTEDNESS OF ORIGINAL MORTGAGOR UNDER ORIGINAL MORTGAGOR'S GUARANTY DATED AUGUST 3, 1993 (TOGETHER WITH ANY AMENDMENTS THERETO, AND RENEWALS AND REPLACEMENTS THEREOF, THE "GUARANTY"); AND WHEREAS, SUCH GUARANTY GUARANTEED PAYMENT OF ALL OF THE INDEBTEDNESS OF THE DELTA QUEEN STEAMBOAT CO. (FORMERLY KNOWN AS DQSC-2, INC.) ("BORROWER") UNDER THAT CERTAIN CREDIT AGREEMENT BY AND AMONG BORROWER, AMERICAN CLASSIC VOYAGES CO. (FORMERLY KNOWN AS THE DELTA QUEEN STEAMBOAT CO.) ("PARENT") AND MORTGAGEE, FOR ITSELF AND AS AGENT FOR THE LENDERS, (THE "ORIGINAL CREDIT AGREEMENT") DATED AS OF AUGUST 3, 1993, WHICH ORIGINAL CREDIT AGREEMENT HAS BEEN AMENDED SEVERAL TIMES, INCLUDING UNDER THE FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 31, 1995, THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 31, 1995, AND THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 22, 1996 (THE ORIGINAL CREDIT AGREEMENT, AS NOW OR HEREAFTER AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "CREDIT AGREEMENT"); AND WHEREAS, THE MORTGAGE HAS BEEN PREVIOUSLY AMENDED THREE TIMES, UNDER AN AMENDMENT RECORDED ON APRIL 7, 1995 WITH THE EIGHTH COAST GUARD DISTRICT IN PM BOOK 9504, INSTRUMENT 226; BY SECOND AMENDMENT RECORDED ON SEPTEMBER 7, 1995 WITH THE NATIONAL VESSEL DOCUMENTATION CENTER IN BOOK 96-05, INSTRUMENT 659, AND BY THIRD AMENDMENT RECORDED ON MARCH 3, 1997 WITH THE NATIONAL VESSEL DOCUMENTATION CENTER IN BOOK 97-17, INSTRUMENT 210; WHEREAS, PURSUANT TO MERGER, ORIGINAL MORTGAGOR WAS MERGED INTO GREAT OCEAN CRUISE LINE, L.L.C., EFFECTIVE AS OF DECEMBER 31, 1996, AS EVIDENCED BY THE CERTIFICATE OF MERGER FILED WITH THE DELAWARE SECRETARY OF STATE ON DECEMBER 27, 1996, A COPY OF WHICH IS ATTACHED; WHEREAS, IN CONNECTION WITH THE MERGER, MORTGAGOR HAS ASSUMED AS ORIGINAL OBLIGOR, ON A JOINT AND SEVERAL AND SOLIDARY BASIS, ALL OF THE OBLIGATIONS OF ORIGINAL MORTGAGOR UNDER THE GUARANTY, THE MORTGAGE AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION WITH THE CREDIT AGREEMENT TO WHICH ORIGINAL MORTGAGOR IS A PARTY ("OTHER MORTGAGOR DOCUMENTS"), IN ACCORDANCE WITH THE AMENDMENT NUMBER 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AND THAT CERTAIN MASTER ASSUMPTION AGREEMENT AND FOURTH MASTER AMENDMENT TO COLLATERAL DOCUMENTS BY AND AMONG GREAT RIVER CRUISE LINE, L.L.C., BORROWER AND CERTAIN OTHER PARTIES OF EVEN DATE HEREWITH (THE "ASSUMPTION"); WHEREAS, MORTGAGOR WISHES TO CONFIRM THAT THE OBLIGATIONS SECURED BY THE MORTGAGE INCLUDE ALL OBLIGATIONS ASSUMED BY MORTGAGOR UNDER THE ASSUMPTION, INCLUDING ALL OBLIGATIONS GUARANTEED BY ORIGINAL MORTGAGOR UNDER THE GUARANTY, WHICH GUARANTEED OBLIGATIONS INCLUDE, WITHOUT LIMITATION, ALL OF THE INDEBTEDNESS OF BORROWER UNDER THE CREDIT AGREEMENT, UP TO A MAXIMUM SECURED PRINCIPAL AMOUNT OF $25,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES; NOW THEREFORE, MORTGAGOR HEREBY ACKNOWLEDGES AND CONFIRMS THAT IT HAS ASSUMED AND SHALL BE FULLY LIABLE ON A JOINT AND SEVERAL OR SOLIDARY BASIS FOR ALL OBLIGATIONS OF ORIGINAL MORTGAGOR UNDER THE MORTGAGE, THE GUARANTY AND THE OTHER MORTGAGOR DOCUMENTS, AND THAT THE "GUARANTEED OBLIGATIONS" WHICH ARE SECURED BY THE GUARANTY, AND WHICH COMPRISE THE "OBLIGATIONS" SECURED BY THE MORTGAGE, ARE FULLY GUARANTEED BY MORTGAGOR PURSUANT TO ITS ASSUMPTION OF THE GUARANTY, AND WERE INTENDED TO INCLUDE, AND DO NOW AND SHALL HEREAFTER INCLUDE, ANY AND ALL OBLIGATIONS OF BORROWER UNDER THE CREDIT AGREEMENT (UP TO THE MAXIMUM PRINCIPAL LIMITS PROVIDED HEREIN), AS THE SAME CREDIT AGREEMENT IS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, WHETHER NOW OR AT ANY TIME IN THE FUTURE, INCLUDING ANY AMENDMENTS TO THE CREDIT AGREEMENT THAT CHANGE THE AMOUNT OF THE CREDIT FACILITY THEREUNDER, CHANGE THE INTEREST RATE, CHANGE THE MATURITY DATES, OR THAT EFFECT OTHER CHANGES OF WHATEVER NATURE AND KIND WHATSOEVER. IN ACCORDANCE WITH THE FOREGOING, AND WITHOUT LIMITING THE FOREGOING, MORTGAGOR CONFIRMS AND ACKNOWLEDGES THAT THE "GUARANTEED OBLIGATIONS" SECURED BY THE GUARANTY, AND CONSTITUTING THE "OBLIGATIONS" SECURED BY THE MORTGAGE AND ASSUMED BY MORTGAGOR, WERE INTENDED TO INCLUDE, AND DO NOW AND SHALL HEREAFTER INCLUDE, ANY AND ALL OBLIGATIONS, WHETHER FOR PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS, THAT MAY NOW OR HEREAFTER BE DUE FROM BORROWER IN CONNECTION WITH THE CREDIT AGREEMENT, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ALL UP TO A MAXIMUM SECURED PRINCIPAL AMOUNT OF $25,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND 4 PREFERRED SHIP MORTGAGE PAGE 3 PROTECTIVE ADVANCES. MORTGAGOR HEREBY CONFIRMS THAT THE MAXIMUM PRINCIPAL OBLIGATIONS SECURED BY THE MORTGAGE, WHETHER DIRECT OR CONTINGENT, EXCLUSIVE OF INTEREST, EXPENSES AND FEES, PURSUANT TO 46 U.S.C.A '31321 (B) (3) AND 46 CFR '67.235 (A) (2) (III) IS $25,000,000.00. IN RECOGNITION OF THE MERGER, ALL REFERENCES IN THE MORTGAGE TO "MORTGAGOR" SHALL BE AMENDED TO REFER TO GREAT OCEAN CRUISE LINE, L.L.C. IT IS THE INTENTION OF MORTGAGOR THAT ALL ADVANCES UNDER THE CREDIT AGREEMENT, TOGETHER WITH ANY AND ALL OTHER "OBLIGATIONS" AS DESCRIBED IN THE ORIGINAL MORTGAGE AND ASSUMED AND CONFIRMED HEREIN AND THE ASSUMPTION, ARE SECURED UNDER THE MORTGAGE WITH RETROACTIVE PRIORITY TO THE DATE OF THE ORIGINAL MORTGAGE, IN CONFORMANCE WITH THE PROVISIONS OF APPLICABLE LAW, UP TO A MAXIMUM PRINCIPAL SECURED AMOUNT OF $25,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES. NOTHING HEREIN SHALL CONSTITUTE A NOVATION, RELEASE, TERMINATION OR REISSUANCE OF THE MORTGAGE, OR A NOVATION OF THE INDEBTEDNESS EVIDENCED BY THE CREDIT AGREEMENT. TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING PROVIDED IN THE ORIGINAL MORTGAGE. EXCEPT AS MODIFIED HEREBY AND BY THE PRIOR AMENDMENTS, THE ORIGINAL MORTGAGE SHALL REMAIN IN FULL FORCE AND EFFECT. THIS ASSUMPTION HAS BEEN EXECUTED AND DELIVERED TO MORTGAGEE IN TRUST, AND IS HELD BY MORTGAGEE IN TRUST, PURSUANT TO THAT CERTAIN TRUST INDENTURE BY AND AMONG ORIGINAL MORTGAGOR, MORTGAGEE AND THE ORIGINAL LENDERS, DATED AS OF AUGUST 3, 1993, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, INCLUDING PURSUANT TO THE SECOND AMENDMENT TO TRUST INDENTURE DATED OF EVEN DATE HEREWITH. MORTGAGOR HEREBY INSTRUCTS THE NATIONAL VESSEL DOCUMENTATION CENTER TO MAKE NOTE OF THIS ASSUMPTION IN THE ITS RECORDS WITH RESPECT TO THE VESSEL AND THE ORIGINAL MORTGAGE AND THE PRIOR AMENDMENTS THERETO, AND TO RECORD THIS ASSUMPTION TO SERVE AS OCCASION MAY REQUIRE. THUS DONE AND SIGNED, on the day, month and year first written above, in the presence of the undersigned competent witnesses, who hereunto sign their names with Mortgagor after reading of the whole. WITNESSES: MORTGAGOR/ASSUMING PARTY: GREAT OCEAN CRUISE LINE, L.L.C. X /s/ Pam Stringer ---------------------------- By: The Delta Queen Steamboat Co., a Delaware corporation, a managing member X /s/ Sally Jordan ---------------------------- /s/ Jordan B. Allen ------------------------------ By: Jordan B. Allen, Senior Vice President By: DQSB II, Inc., a Delaware corporation, a managing member /s/ Jordan B. Allen By: Jordan B. Allen, Senior Vice President ORIGINAL MORTGAGOR: GREAT OCEAN CRUISE LINE, INC. \s\ Jordan B. Allen ---------------------------------- By: Jordan B. Allen, Senior Vice President MORTGAGEE: THE CHASE MANHATTAN BANK, formerly known as Chemical Bank, Agent on behalf of the Lenders to the Credit Agreement pursuant to Trust Indenture \s\ Lisa D. Benitez ------------------------------------ By: Lisa D. Benitez 5 PREFERRED SHIP MORTGAGE PAGE 4 ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned Notary Public, personally came and appeared Jordan B. Allen, the duly authorized Senior Vice President and representative of The Delta Queen Steamboat Co. and DQSB II, Inc., the managing members of Great Ocean Cruise Line, L.L.C., as duly authorized representative of Great Ocean Cruise Line, L.L.C. who declared that he is the duly authorized representative of Great Ocean Cruise Line, L.L.C. and its aforementioned managing members, and that he signed the above instrument on the authorization of articles of organization of Great Ocean Cruise Line, L.L.C. and the board of directors of such managing members and that the same is the free and voluntary act and deed of said Great Ocean Cruise Line, L.L.C and said members, and of himself in his capacity as representative thereof, for the uses and purposes therein expressed. /s/ Jordan B. Allen - ---------------------------- Name: Jordan B. Allen SWORN TO AND SUBSCRIBED BEFORE ME on the 26th day of March, 1997. /s/ Theresa H. Reed-Adams - ------------------------------ NOTARY PUBLIC My commission expires: 11/22/98 6 PREFERRED SHIP MORTGAGE PAGE 5 ACKNOWLEDGEMENT STATE OF NEW YORK COUNTY OF NEW YORK BEFORE ME, the undersigned Notary Public, personally came and appeared Lisa D. Benitez, the duly authorized Vice President and representative of The Chase Manhattan Bank, formerly known as Chemical Bank, who declared that she is the duly authorized representative of The Chase Manhattan Bank, and that she signed the above instrument on the authorization of such corporation's board of directors and that the same is the free and voluntary act and deed of said corporation, and of himself in his capacity as representative thereof, for the uses and purposes therein expressed. /s/ Lisa D. Benitez - ---------------------------- Name: SWORN TO AND SUBSCRIBED BEFORE ME on the 27th day of March, 1997. /s/ H. Scott Kenyon - ------------------------------ NOTARY PUBLIC My commission expires: 8/9/97 EX-4.(II)(A)(34) 8 ASSUMPTION OF MORT. DELTA QUEEN 1 EXHIBIT 4.(ii)(a)(34) ASSUMPTION OF PREFERRED SHIP MORTGAGE ON 100.000% OF THE DELTA QUEEN OFFICIAL NO. 225875 EXECUTED BY GREAT RIVER CRUISE LINE, L.L.C. (T.I.N. 72-1353488) IN FAVOR OF THE CHASE MANHATTAN BANK, FORMERLY KNOWN AS CHEMICAL BANK, AS TRUSTEE AND AGENT ("MORTGAGEE") MORTGAGEE'S PERCENTAGE OF INTEREST IN MORTGAGE: 100.000% ON THE 26TH DAY OF MARCH , 1997 FOR THE PRINCIPAL SUM OF $25,000,000.00, PLUS INTEREST, EXPENSES, FEES AND PROTECTIVE ADVANCES GROSS TONNAGE: 3360 NET TONNAGE: 1160 YEAR BUILT: 1926 LOCATION OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA HAILING PORT OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA ORIGINAL MORTGAGOR: GREAT RIVER CRUISE LINE, INC. ASSUMING PARTY: GREAT RIVER CRUISE LINE, L.L.C. 2 ASSUMPTION OF PREFERRED SHIP MORTGAGE ================================================================================ INFORMATION REQUIRED UNDER 46 CFR '67.239: ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 ASSUMING PARTY: GREAT OCEAN CRUISE LINE, L.L.C. ROBIN ST. WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LA 70130-1890 TRUSTEE: THE CHASE MANHATTAN BANK, FORMERLY KNOWN AS CHEMICAL BANK, AS AGENT AND TRUSTEE FOR THE BENEFIT OF THE LENDERS (TIN 13-4994650) 270 PARK AVENUE NEW YORK, NEW YORK 10017 Date of Assumption: March, 1997 ================================================================================ Principal obligations secured, direct or contingent, exclusive of interest, expenses and fees, pursuant to 46 U.S.C.A '31321 (b) (3) and 46 CFR '67.235 (a) (2) (iii): $25,000,000.00 Description of Vessel: Name: Delta Queen; Official Number: 225875; Gross Tonnage: 3360; Net Tonnage: 1160; Year Built: 1926; Hailing Port: New Orleans, Louisiana; Grantor's Percentage of Interest: 100.00%. Location of Vessel: New Orleans, Louisiana. ================================================================================ ASSUMPTION OF PREFERRED SHIP MORTGAGE ASSUMPTION OF PREFERRED SHIP MORTGAGE MADE AND ENTERED INTO BY AND BETWEEN THE ABOVE NAMED MORTGAGOR IN FAVOR OF THE ABOVE-NAMED MORTGAGEE, ENCUMBERING THE VESSEL DESCRIBED ABOVE. BE IT KNOWN, THAT ON THIS 26TH DAY OF MARCH, 1997; IN THE PRESENCE OF THE WITNESSES HEREINAFTER NAMED AND UNDERSIGNED, PERSONALLY CAME AND APPEARED: GREAT RIVER CRUISE LINE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("MORTGAGOR"), WHOSE LOUISIANA MAILING ADDRESS IS ROBIN STREET WHARF,1380 PORT OF NEW ORLEANS PLACE, NEW ORLEANS, LA 70130, WHOSE TAXPAYER IDENTIFICATION NUMBER IS 72-1353488, SUCCESSOR BY MERGER TO GREAT RIVER CRUISE LINE, INC., A DELAWARE CORPORATION, AS EVIDENCED BY CERTIFICATE OF MERGER FILED WITH THE DELAWARE SECRETARY OF STATE ON DECEMBER 27, 1996, BUT EFFECTIVE AS OF DECEMBER 31, 1996, REPRESENTED HEREIN BY AND THROUGH THE DELTA QUEEN STEAMBOAT CO., A DELAWARE CORPORATION, A MANAGING MEMBER, ITSELF APPEARING THROUGH JORDAN B. ALLEN, ITS SENIOR VICE PRESIDENT AND DULY AUTHORIZED REPRESENTATIVE PURSUANT TO A RESOLUTION OF ITS BOARD OF DIRECTORS, A CERTIFIED COPY OF WHICH IS ATTACHED HERETO, AND DQSB II, INC., A DELAWARE CORPORATION, A MANAGING MEMBER, ITSELF APPEARING THROUGH JORDAN B. ALLEN, ITS SENIOR VICE PRESIDENT AND DULY AUTHORIZED REPRESENTATIVE PURSUANT TO A RESOLUTION OF ITS BOARD OF DIRECTORS, A CERTIFIED COPY OF WHICH IS ATTACHED HERETO; WHICH MANAGING MEMBERS ARE AUTHORIZED UNDER THE TERMS OF MORTGAGOR'S OPERATING AGREEMENT AND A UNANIMOUS CONSENT RESOLUTION OF ITS MEMBERS, A CERTIFIED COPY OF WHICH IS ATTACHED HERETO; GREAT RIVER CRUISE LINE, INC., WHOSE LEGAL SUCCESSOR BY MERGER IS GREAT RIVER CRUISE LINE, L.L.C., APPEARING HEREIN THROUGH ITS DULY AUTHORIZED REPRESENTATIVE ("ORIGINAL MORTGAGOR"); THE CHASE MANHATTAN BANK, A BANK ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK, 3 PREFERRED SHIP MORTGAGE PAGE 2 FORMERLY KNOWN AS CHEMICAL BANK, IN ITS CAPACITY AS AGENT AND TRUSTEE FOR THE LENDERS UNDER THE TRUST INDENTURE ("MORTGAGEE"); WHEREAS, GREAT RIVER CRUISE LINE, INC. ("ORIGINAL MORTGAGOR") GRANTED THAT CERTAIN PREFERRED SHIP MORTGAGE, DATED AUGUST 3, 1993 (THE "ORIGINAL MORTGAGE", TOGETHER WITH ANY AMENDMENTS THERETO, INCLUDING THIS ASSUMPTION, THE "MORTGAGE"), WHICH ORIGINAL MORTGAGE WAS RECORDED WITH THE EIGHT COAST GUARD DISTRICT ON AUGUST 16, 1993 AT 9:25 A.M. IN PM BOOK 245, INSTR. 65; AND WHEREAS, THE ORIGINAL MORTGAGE WAS GRANTED TO SECURE PAYMENT OF THE OBLIGATIONS (AS DEFINED THEREIN), UP TO A MAXIMUM SECURED PRINCIPAL AMOUNT SET FORTH THEREIN, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES, WHICH OBLIGATIONS INCLUDED ALL INDEBTEDNESS OF ORIGINAL MORTGAGOR UNDER ORIGINAL MORTGAGOR'S GUARANTY DATED AUGUST 3, 1993 (TOGETHER WITH ANY AMENDMENTS THERETO, AND RENEWALS AND REPLACEMENTS THEREOF, THE "GUARANTY"); AND WHEREAS, SUCH GUARANTY GUARANTEED PAYMENT OF ALL OF THE INDEBTEDNESS OF THE DELTA QUEEN STEAMBOAT CO. (FORMERLY KNOWN AS DQSC-2, INC.) ("BORROWER") UNDER THAT CERTAIN CREDIT AGREEMENT BY AND AMONG BORROWER, AMERICAN CLASSIC VOYAGES CO. (FORMERLY KNOWN AS THE DELTA QUEEN STEAMBOAT CO.) ("PARENT") AND MORTGAGEE, FOR ITSELF AND AS AGENT FOR THE LENDERS, (THE "ORIGINAL CREDIT AGREEMENT") DATED AS OF AUGUST 3, 1993, WHICH ORIGINAL CREDIT AGREEMENT HAS BEEN AMENDED SEVERAL TIMES, INCLUDING UNDER THE FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 31, 1995, THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 31, 1995, AND THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 22, 1996 (THE ORIGINAL CREDIT AGREEMENT, AS NOW OR HEREAFTER AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "CREDIT AGREEMENT"); AND WHEREAS, THE MORTGAGE HAS BEEN PREVIOUSLY AMENDED THREE TIMES, UNDER AN AMENDMENT RECORDED ON APRIL 7, 1995 WITH THE EIGHTH COAST GUARD DISTRICT IN PM BOOK 9504, INSTRUMENT 227; BY SECOND AMENDMENT RECORDED ON SEPTEMBER 7, 1995 WITH THE NATIONAL VESSEL DOCUMENTATION CENTER IN BOOK 96-03, INSTRUMENT 673, AND BY THIRD AMENDMENT RECORDED ON MARCH 3, 1997 WITH THE NATIONAL VESSEL DOCUMENTATION CENTER IN BOOK 97-17, INSTRUMENT 209; WHEREAS, PURSUANT TO MERGER, ORIGINAL MORTGAGOR WAS MERGED INTO GREAT RIVER CRUISE LINE, L.L.C., EFFECTIVE AS OF DECEMBER 31, 1996, AS EVIDENCED BY THE CERTIFICATE OF MERGER FILED WITH THE DELAWARE SECRETARY OF STATE ON DECEMBER 27, 1996, A COPY OF WHICH IS ATTACHED; WHEREAS, IN CONNECTION WITH THE MERGER, MORTGAGOR HAS ASSUMED AS ORIGINAL OBLIGOR, ON A JOINT AND SEVERAL AND SOLIDARY BASIS, ALL OF THE OBLIGATIONS OF ORIGINAL MORTGAGOR UNDER THE GUARANTY, THE MORTGAGE AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION WITH THE CREDIT AGREEMENT TO WHICH ORIGINAL MORTGAGOR IS A PARTY ("OTHER MORTGAGOR DOCUMENTS"), IN ACCORDANCE WITH THE AMENDMENT NUMBER 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AND THAT CERTAIN MASTER ASSUMPTION AGREEMENT AND FOURTH MASTER AMENDMENT TO COLLATERAL DOCUMENTS BY AND AMONG GREAT OCEAN CRUISE LINE, L.L.C., BORROWER AND CERTAIN OTHER PARTIES OF EVEN DATE HEREWITH (THE "ASSUMPTION"); WHEREAS, MORTGAGOR WISHES TO CONFIRM THAT THE OBLIGATIONS SECURED BY THE MORTGAGE INCLUDE ALL OBLIGATIONS ASSUMED BY MORTGAGOR UNDER THE ASSUMPTION, INCLUDING ALL OBLIGATIONS GUARANTEED BY ORIGINAL MORTGAGOR UNDER THE GUARANTY, WHICH GUARANTEED OBLIGATIONS INCLUDE, WITHOUT LIMITATION, ALL OF THE INDEBTEDNESS OF BORROWER UNDER THE CREDIT AGREEMENT, UP TO A MAXIMUM SECURED PRINCIPAL AMOUNT OF $25,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES; NOW THEREFORE, MORTGAGOR HEREBY ACKNOWLEDGES AND CONFIRMS THAT IT HAS ASSUMED AND SHALL BE FULLY LIABLE ON A JOINT AND SEVERAL OR SOLIDARY BASIS FOR ALL OBLIGATIONS OF ORIGINAL MORTGAGOR UNDER THE MORTGAGE, THE GUARANTY AND THE OTHER MORTGAGOR DOCUMENTS, AND THAT THE "GUARANTEED OBLIGATIONS" WHICH ARE SECURED BY THE GUARANTY, AND WHICH COMPRISE THE "OBLIGATIONS" SECURED BY THE MORTGAGE, ARE FULLY GUARANTEED BY MORTGAGOR PURSUANT TO ITS ASSUMPTION OF THE GUARANTY, AND WERE INTENDED TO INCLUDE, AND DO NOW AND SHALL HEREAFTER INCLUDE, ANY AND ALL OBLIGATIONS OF BORROWER UNDER THE CREDIT AGREEMENT (UP TO THE MAXIMUM PRINCIPAL LIMITS PROVIDED HEREIN), AS THE SAME CREDIT AGREEMENT IS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, WHETHER NOW OR AT ANY TIME IN THE FUTURE, INCLUDING ANY AMENDMENTS TO THE CREDIT AGREEMENT THAT CHANGE THE AMOUNT OF THE CREDIT FACILITY THEREUNDER, CHANGE THE INTEREST RATE, CHANGE THE MATURITY DATES, OR THAT EFFECT OTHER CHANGES OF WHATEVER NATURE AND KIND WHATSOEVER. IN ACCORDANCE WITH THE FOREGOING, AND WITHOUT LIMITING THE FOREGOING, MORTGAGOR CONFIRMS AND ACKNOWLEDGES THAT THE "GUARANTEED OBLIGATIONS" SECURED BY THE GUARANTY, AND CONSTITUTING THE "OBLIGATIONS" SECURED BY THE MORTGAGE AND ASSUMED BY MORTGAGOR, WERE INTENDED TO INCLUDE, AND DO NOW AND SHALL HEREAFTER INCLUDE, ANY AND ALL OBLIGATIONS, WHETHER FOR PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS, THAT MAY NOW OR HEREAFTER BE DUE FROM BORROWER IN CONNECTION WITH THE CREDIT AGREEMENT, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ALL UP TO A 4 PREFERRED SHIP MORTGAGE PAGE 3 MAXIMUM SECURED PRINCIPAL AMOUNT OF $25,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES. MORTGAGOR HEREBY CONFIRMS THAT THE MAXIMUM PRINCIPAL OBLIGATIONS SECURED BY THE MORTGAGE, WHETHER DIRECT OR CONTINGENT, EXCLUSIVE OF INTEREST, EXPENSES AND FEES, PURSUANT TO 46 U.S.C.A '31321 (B) (3) AND 46 CFR '67.235 (A) (2) (III) IS $25,000,000.00. IN RECOGNITION OF THE MERGER, ALL REFERENCES IN THE MORTGAGE TO "MORTGAGOR" SHALL BE AMENDED TO REFER TO GREAT RIVER CRUISE LINE, L.L.C. IT IS THE INTENTION OF MORTGAGOR THAT ALL ADVANCES UNDER THE CREDIT AGREEMENT, TOGETHER WITH ANY AND ALL OTHER "OBLIGATIONS" AS DESCRIBED IN THE ORIGINAL MORTGAGE AND ASSUMED AND CONFIRMED HEREIN AND THE ASSUMPTION, ARE SECURED UNDER THE MORTGAGE WITH RETROACTIVE PRIORITY TO THE DATE OF THE ORIGINAL MORTGAGE, IN CONFORMANCE WITH THE PROVISIONS OF APPLICABLE LAW, UP TO A MAXIMUM PRINCIPAL SECURED AMOUNT OF $25,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES. NOTHING HEREIN SHALL CONSTITUTE A NOVATION, RELEASE, TERMINATION OR REISSUANCE OF THE MORTGAGE, OR A NOVATION OF THE INDEBTEDNESS EVIDENCED BY THE CREDIT AGREEMENT. TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING PROVIDED IN THE ORIGINAL MORTGAGE. EXCEPT AS MODIFIED HEREBY AND BY THE PRIOR AMENDMENTS, THE ORIGINAL MORTGAGE SHALL REMAIN IN FULL FORCE AND EFFECT. THIS ASSUMPTION HAS BEEN EXECUTED AND DELIVERED TO MORTGAGEE IN TRUST, AND IS HELD BY MORTGAGEE IN TRUST, PURSUANT TO THAT CERTAIN TRUST INDENTURE BY AND AMONG ORIGINAL MORTGAGOR, MORTGAGEE AND THE ORIGINAL LENDERS, DATED AS OF AUGUST 3, 1993, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, INCLUDING PURSUANT TO THE SECOND AMENDMENT TO TRUST INDENTURE DATED OF EVEN DATE HEREWITH. MORTGAGOR HEREBY INSTRUCTS THE NATIONAL VESSEL DOCUMENTATION CENTER TO MAKE NOTE OF THIS ASSUMPTION IN THE ITS RECORDS WITH RESPECT TO THE VESSEL AND THE ORIGINAL MORTGAGE AND THE PRIOR AMENDMENTS THERETO, AND TO RECORD THIS ASSUMPTION TO SERVE AS OCCASION MAY REQUIRE. THUS DONE AND SIGNED, on the day, month and year first written above, in the presence of the undersigned competent witnesses, who hereunto sign their names with Mortgagor after reading of the whole. WITNESSES: MORTGAGOR/ASSUMING PARTY: GREAT RIVER CRUISE LINE, L.L.C. X /s/ Pam Stringer ---------------------------- By: The Delta Queen Steamboat Co., a Delaware corporation, a managing member X /s/ Sally Jordan ---------------------------- /s/ Jordan B. Allen ------------------------------ By: Jordan B. Allen, Senior Vice President By: DQSB II, Inc., a Delaware corporation, a managing member /s/ Jordan B. Allen ------------------------------ By: Jordan B. Allen, Senior Vice President ORIGINAL MORTGAGOR: GREAT RIVER CRUISE LINE, INC. /s/ Jordan B. Allen ---------------------------------- By: Jordan B. Allen, Senior Vice President MORTGAGEE: THE CHASE MANHATTAN BANK, formerly known as Chemical Bank, Agent on behalf of the Lenders to the Credit Agreement pursuant to Trust Indenture /s/ Lisa D. Benitez ------------------------------------ By: Lisa D. Benitez 5 PREFERRED SHIP MORTGAGE PAGE 4 ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned Notary Public, personally came and appeared Jordan B. Allen, the duly authorized Senior Vice President and representative of The Delta Queen Steamboat Co. and DQSB II, Inc., the managing members of Great River Cruise Line, L.L.C., as duly authorized representative of Great River Cruise Line, L.L.C. who declared that he is the duly authorized representative of Great River Cruise Line, L.L.C. and its aforementioned managing members, and that he signed the above instrument on the authorization of articles of organization of Great River Cruise Line, L.L.C. and the board of directors of such managing members and that the same is the free and voluntary act and deed of said Great River Cruise Line, L.L.C and said members, and of himself in his capacity as representative thereof, for the uses and purposes therein expressed. /s/ Jordan B. Allen - ---------------------------- Name: Jordan B. Allen SWORN TO AND SUBSCRIBED BEFORE ME on the 26th day of March, 1997. /s/ Theresa H. Reed-Adams - ------------------------------ NOTARY PUBLIC My commission expires: 11/22/98 6 PREFERRED SHIP MORTGAGE PAGE 5 ACKNOWLEDGEMENT STATE OF NEW YORK COUNTY OF NEW YORK BEFORE ME, the undersigned Notary Public, personally came and appeared Lisa D. Benitez, the duly authorized Vice President and representative of The Chase Manhattan Bank, formerly known as Chemical Bank, who declared that she is the duly authorized representative of The Chase Manhattan Bank, and that she signed the above instrument on the authorization of such corporation's board of directors and that the same is the free and voluntary act and deed of said corporation, and of himself in his capacity as representative thereof, for the uses and purposes therein expressed. /s/ Lisa D. Benitez - ---------------------------- Name: SWORN TO AND SUBSCRIBED BEFORE ME on the 27th day of March, 1997. /s/ H. Scott Kenyon - ------------------------------ NOTARY PUBLIC My commission expires: 8/9/97 EX-4.(II)(A)(35) 9 3RD AMEND REVOLVING LOAN NOTE HIBERNIA 1 EXHIBIT 4.(ii)(a)(35) THIRD AMENDED AND RESTATED REVOLVING LOAN NOTE $7,500,000.00 March 26, 1997 FOR VALUE RECEIVED, the undersigned, THE DELTA QUEEN STEAMBOAT CO., a Delaware corporation (the "Borrower") HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of HIBERNIA NATIONAL BANK (the "Lender"), the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00), or, if less, the aggregate unpaid amount of all of the Revolving Loans made by the Lender pursuant to the "Credit Agreement" (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement. The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement and, if not sooner paid in full, on the Termination Date. Borrower further promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until the principal amount thereof is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. All payments of principal and interest in respect of this Note shall be made payable to the Agent as provided in the Credit Agreement in lawful money of the United States of America in same day funds for the Lender's account at The Chase Manhattan Bank (formerly known as Chemical Bank), 270 Park Avenue, New York, New York 10017, Re: Payment for Delta Queen Steamboat Co. Loan, or at such other place as shall be designated in writing by the Agent for such purpose in accordance with the terms of the Credit Agreement. All Revolving Loans made by the Lender to Borrower, the respective Interest Periods thereof, in the case of Eurodollar Rate Loans, and all repayments of the principal of all Revolving Loans shall be recorded by the Lender and, prior to any transfer thereof, endorsed by the Lender on the schedule attached hereto and made a part hereof; provided, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, that certain Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Borrower, American Classic Voyages Co., the Agent and the Lenders. The Credit Agreement, among other things, (i) provides for the making of Revolving Loans by the Lender to Borrower from time to time and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 2 Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. Whenever in this Note reference is made to the Agent, the Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Borrower's successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower. THIS NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE DELTA QUEEN STEAMBOAT CO. By: \s\ Jordan B. Allen -------------------------------- Title: Senior Vice President 3 DELTA QUEEN STEAMBOAT CO. NOTE SCHEDULE AMOUNT OF UNPAID AMOUNT OF TYPE OF INTEREST PRINCIPAL PRINCIPAL NOTATION DATE LOAN LOAN PERIOD REPAID BALANCE MADE BY - ------------------------------------------------------------------------------ EX-4.(II)(A)(36) 10 3RD AMEND REVOLVING LOAN NOTE CHASE 1 EXHIBIT 4.(ii)(a)(36) THIRD AMENDED AND RESTATED REVOLVING LOAN NOTE $7,500,000.00 March 26, 1997 FOR VALUE RECEIVED, the undersigned, THE DELTA QUEEN STEAMBOAT CO., a Delaware corporation (the "Borrower") HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of THE CHASE MANHATTAN BANK (the "Lender"), the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00), or, if less, the aggregate unpaid amount of all of the Revolving Loans made by the Lender pursuant to the "Credit Agreement" (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement. The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement and, if not sooner paid in full, on the Termination Date. Borrower further promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until the principal amount thereof is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. All payments of principal and interest in respect of this Note shall be made payable to the Agent as provided in the Credit Agreement in lawful money of the United States of America in same day funds for the Lender's account at The Chase Manhattan Bank (formerly known as Chemical Bank), 270 Park Avenue, New York, New York 10017, Re: Payment for Delta Queen Steamboat Co. Loan, or at such other place as shall be designated in writing by the Agent for such purpose in accordance with the terms of the Credit Agreement. All Revolving Loans made by the Lender to Borrower, the respective Interest Periods thereof, in the case of Eurodollar Rate Loans, and all repayments of the principal of all Revolving Loans shall be recorded by the Lender and, prior to any transfer thereof, endorsed by the Lender on the schedule attached hereto and made a part hereof; provided, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, that certain Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Borrower, American Classic Voyages Co., the Agent and the Lenders. The Credit Agreement, among other things, (i) provides for the making of Revolving Loans by the Lender to Borrower from time to time and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 2 Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. Whenever in this Note reference is made to the Agent, the Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Borrower's successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower. THIS NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE DELTA QUEEN STEAMBOAT CO. By:\s\ Jordan B. Allen -------------------------- Title: Senior Vice President 3 DELTA QUEEN STEAMBOAT CO. NOTE SCHEDULE AMOUNT OF UNPAID AMOUNT OF TYPE OF INTEREST PRINCIPAL PRINCIPAL NOTATION DATE LOAN LOAN PERIOD REPAID BALANCE MADE BY - ------------------------------------------------------------------------------ EX-4.(II)(A)(37) 11 ADDENDUM TO STOCK PLEDGE AGREEMENT 1 EXHIBIT 4.(ii)(a)(37) ADDENDUM TO STOCK PLEDGE AGREEMENT This Addendum is made as of March 26, 1997 to the Stock Pledge Agreement dated as of August 3, 1993, as amended, (the "PLEDGE AGREEMENT"), by and between THE DELTA QUEEN STEAMBOAT CO. (formerly known as DQSC-2, Inc.), a Delaware corporation (the "COMPANY") and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), as Agent for itself and the other Lenders under the Credit Agreement referred to below. RECITALS: The Company, American Classic Voyages Co., certain Lenders and the Agent are parties to the Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended through the date hereof (the "CREDIT AGREEMENT"; capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Credit Agreement or the Pledge Agreement). It is a condition precedent to the effectiveness of Amendment Number 2 to the Credit Agreement, of even date herewith, that the Company execute and deliver to the Agent, for the benefit of the Lenders and the Agent, this Addendum and all of the issued and outstanding shares of capital stock of DQSB II, Inc. described on Annex A attached hereto, together with an undated stock power executed by the Company in blank with respect to each stock certificate so delivered. ACCORDINGLY, the Company agrees with the Agent as follows: 1. Pledge of Stock. The shares of capital stock of DQSB II, Inc. described on Annex A hereto and delivered to the Agent herewith (the "DQII STOCK") shall constitute "Stock" and "Stock Collateral" as defined in the Pledge Agreement as if such shares had originally been described on Annex A to the Pledge Agreement, shall be subject to the pledge and security interest created by, and all other terms, conditions and covenants contained in, the Pledge Agreement, and shall secure the payment and performance of the Obligations as provided in the Pledge Agreement. 2. Representations and Warranties. The representations and warranties of the Company contained in Section 5 of the Pledge Agreement are as of the date hereof, and at all times hereafter shall be, true and correct with respect to the DQII Stock. THE DELTA QUEEN STEAMBOAT CO. By: /s/ Jordan B. Allen ---------------------------- Name: Jordan B. Allen Title: Senior Vice President 2 ANNEX A TO ADDENDUM TO STOCK PLEDGE AGREEMENT Number Subsidiary Class of Shares - ------------------------------------------------------------------------ DQSB II, Inc. Common 1,000 3 ACKNOWLEDGMENT Dated as of March 26, 1997 The undersigned hereby acknowledges the pledge set forth in the foregoing Addendum and agrees (i) to be bound by the provisions of Sections 4(a), 6 and 7 of the Stock Pledge Agreement and (ii) to cooperate fully and in good faith with the Agent and the Company in carrying out such provisions. DQSB II, INC. By: /s/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President EX-4.(II)(A)(38) 12 LIMITED LIABILITY PLEDGE AGREEMENT 1 EXHIBIT 4.(ii)(a)(38) LIMITED LIABILITY COMPANY PLEDGE AGREEMENT THIS LIMITED LIABILITY COMPANY PLEDGE AGREEMENT ("AGREEMENT") is made as of March 26, 1997 by THE DELTA QUEEN STEAMBOAT CO., a Delaware corporation ("PLEDGOR"), a member of Great River Cruise Line, L.L.C., a Delaware limited liability company ("GRCL"), and a member of Great Ocean Cruise Line, L.L.C., a Delaware limited liability company ("GOCL"), and The Chase Manhattan Bank, as agent (the "AGENT"), for its benefit and the benefit of the Holders of Secured Obligations (as such term is defined in the Credit Agreement referred to below). Capitalized terms used herein and not herein defined shall have the same meanings assigned to such terms in the Credit Agreement described below. R E C I T A L S: A. The Pledgor, certain financial institutions (such financial institutions being herein referred to collectively as the "LENDERS"), and the Agent as one of the Lenders and as the agent for the Lenders have entered into the Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended through the date hereof (as amended, restated, supplemented or modified from time to time, the "CREDIT AGREEMENT"), pursuant to which the Lenders have agreed, subject to certain conditions precedent, to make loans and other financial accommodations to the Pledgor from time to time. B. It is a condition precedent to the making of the loans to the Pledgor under the Credit Agreement that this Agreement shall be executed and delivered by the Pledgor to the Lender and that this Agreement shall be in full force and effect. C. The Pledgor desires to secure its "LIABILITIES" (as hereinafter defined) to the Lender by the grant to the Lender of a first priority security interest in the Pledged Collateral (as hereinafter defined). ACCORDINGLY, for and in consideration of the foregoing and of any financial accommodations or extensions of credit (including, without limitation, any loan or advance by renewal, refinancing or extension of the agreements described hereinabove or otherwise) heretofore, now or hereafter made to or for the benefit of the Pledgor pursuant to the Credit Agreement or any other agreement, instrument or document executed pursuant to or in connection therewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor and the Agent hereby agree as follows: 1. Pledge. The Pledgor hereby pledges, grants and assigns to the Agent, for the benefit of the Agent and the Holders of Secured Obligations, and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations, a security interest in, the following (collectively, the "PLEDGED COLLATERAL"): 2 (a) The membership interest of Pledgor in GRCL and in GOCL now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interest in GRCL or in GOCL (such membership interests being identified on Exhibit A attached hereto and made a part hereof), all of the right, title and interest of the Pledgor in, to and under its respective percentage interest, shares or units as a member including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of GRCL and of GOCL and the right to receive distributions of GRCL's and GOCL's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Amended and Restated Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of GRCL or of GOCL, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such instruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interest; (b) Any additional membership interests in GRCL or GOCL from time to time acquired by the Pledgor in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in GRCL or in GOCL (any such additional interests shall constitute part of the Pledged Membership Interest and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares and will promptly thereafter deliver to the Lender, a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (c) The property and interests in property described in Section 3 below; and (d) All proceeds of the foregoing. 2. Security for Liabilities. The Pledged Collateral secures the prompt payment, performance and observance of (i) the Obligations and (ii) the Pledgor's obligations and liabilities under this Agreement and each agreement, document or instrument executed pursuant to or in connection with this Agreement (all such 3 obligations and liabilities of the Pledgor and the Borrower now or hereafter existing being hereinafter referred to as the "LIABILITIES"). 3. Pledged Collateral Adjustments. If, during the term of this Agreement: (a) Any reclassification, readjustment or other change is declared or made in the capital structure of GRCL or of GOCL, or any option included within the Pledged Collateral is exercised, or both, or (b) Any subscription, warrants or any other rights or options shall be issued in connection with the Pledged Collateral, then all new, substituted and additional membership interests, certificates, warrants, rights, options or other securities, issued by reason of any of the foregoing, shall be immediately delivered to and held by the Agent under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, that nothing contained in this Section 3 shall be deemed to permit any distribution, issuance of additional membership interests, warrants, rights or options, reclassification, readjustment or other change in the capital structure of GRCL or of GOCL which is not expressly permitted in the Credit Agreement. 4. Subsequent Changes Affecting Pledged Collateral. The Pledgor represents and warrants that it has made its own arrangements for keeping itself informed of changes or potential changes affecting the Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, cash distributions or other distributions, reorganization or other exchanges, tender offers and voting rights), and the Pledgor agrees that neither the Agent nor any of the Holders of Secured Obligations shall have any obligation to inform the Pledgor of any such changes or potential changes or to take any action or omit to take any action with respect thereto. The Agent may, after the occurrence of an Event of Default, without notice and at its option, transfer or register the Pledged Collateral or any part thereof into its or its nominee's name with or without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, the Agent may at any time exchange certificates or instruments representing or evidencing Pledged Membership Interests for certificates or instruments of smaller or larger denominations. 5. Representations and Warranties. The Pledgor represents and warrants as follows: (a) The Pledgor is the sole legal and beneficial owner of the membership interests in GRCL and in GOCL pledged to the Agent pursuant to this Agreement, free and clear of any Lien except for the security interest created by this Agreement; (b) This Agreement has been duly and validly authorized, executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by moratorium laws from time to time in effect and general equitable principles; 4 (c) Such Pledgor is the direct beneficial owner of the Pledged Collateral hereby pledged by it; (d) The Pledgor owns such Pledged Collateral free and clear of any Lien, except for the pledge and security interest granted to the Agent and the Holders of Secured Obligations hereunder; (e) The Pledgor shall cause GRCL and GOCL to make a notation on their respective records, which notation shall indicate the security interest granted hereby, and such Pledgor agrees to execute and file financing statements pursuant to the Uniform Commercial Code as the Agent may request to perfect the security interest granted hereby, and such Pledgor agrees to execute and deliver to GRCL and to GOCL a Pledge Instruction in the form of Exhibit B hereto; (f) The pledge of the Pledged Collateral by the Pledgor does not violate (1) the Operating Agreements of GRCL or of GOCL or any of the other organizational documents of GRCL or of GOCL; (2) the certificate of incorporation or by-laws of the Pledgor; (3) any indenture, mortgage, loan or credit agreement to which the Pledgor, GRCL or GOCL is a party or by which any of their respective properties or assets may be bound; or (4) any restriction on such transfer or encumbrance of such Pledged Collateral; (g) Except as set forth in the Operating Agreements, there are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral; (h) Except as set forth in the Operating Agreements, the Pledgor has the right to vote, pledge, assign and grant a security interest in or otherwise transfer such Pledged Collateral free of any Liens; (i) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally); (j) The pledge of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged Collateral, in favor of the Agent for the benefit of the Agent and the Holders of Secured Obligations, securing the payment and performance of the Liabilities; (k) The pledge of the Pledge Collateral pursuant to this Agreement constitutes a complete assignment of the Pledged Collateral pursuant to 6 Del. Code Ann. Section 18-702 (1996). 5 6. Voting Rights and Other Powers. During the term of this Agreement, and except as provided in this Section 6 below, the Pledgor shall have (i) the right to vote the Pledged Membership Interest on all questions in a manner not inconsistent with the terms of this Agreement, the Credit Agreement and any other agreement, instrument or document executed pursuant thereto or in connection therewith, and (ii) the right to be the member and manager of GRCL and/or GOCL, and shall be entitled to exercise all managerial, election and other rights relating to the Pledged Collateral. After the occurrence or during the continuance of an Event of Default, the Agent or the Agent's nominee may, at the Agent's or such nominee's option and following written notice ("ELECTION NOTICE") from the Agent to the Pledgor (x) exercise, or direct such Pledgor as to the exercise of (whereupon such Pledgor shall exercise as so directed), all voting, consent, managerial, election and other membership and manager rights to the Pledged Collateral of the Pledgor; such authorization shall constitute an irrevocable voting proxy from the Pledgor to the Agent or, at the Agent's option, to the Agent's nominee; and (y) exercise, or direct such Pledgor as to the exercise of (whereupon the Pledgor shall exercise as so directed), any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral of the Pledgor as if the Agent were the absolute owner thereof, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do or delay in so doing. Under no circumstances shall the Agent have, or be deemed to have or to have had, any right to exercise, or to direct the Pledgor to exercise, any voting, managerial, election or other rights of an owner of the Pledged Collateral, or arising under the Pledged Collateral, unless and until the Agent shall have delivered to such Pledgor an Election Notice as described hereinabove. 7. Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to receive and retain any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit Agreement, provided, however, that any and all (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent to hold, for the benefit of the Agent and the Holders of Secured Obligations, as Pledged 6 Collateral and shall, if received by the Pledgor, be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (ii) The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the distributions or interest payments which it is authorized to receive and retain pursuant to clause (i) above. (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All rights of the Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments; (ii) All distributions and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, shall be segregated from other funds of the Pledgor and shall be paid over immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsements). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits. 8. Transfers and Other Liens. The Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of the Agent, or (ii) create or permit to exist 7 any Lien upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement. To the extent additional or different members of GRCL or of GOCL are permitted, Pledgor shall cause as a condition to permitting such entity to become a member that the new member consent to (i) the terms of this Agreement; (ii) the Pledge and assignment of the Pledged Collateral; and (ii) the rights granted hereunder for the Agent to become the/a member of GRCL or of GOCL at its election. 9. Remedies. (a) The Agent shall have, in addition to any other rights given under this Agreement or by law, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code as in effect in the State of New York. After the occurrence and during the continuance of an Event of Default and following written notice to the Pledgor, the Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exercise all voting rights with respect thereto, to collect and receive all cash distributions and other distributions made thereon, and to otherwise act with respect to the Pledged Collateral as though the Agent were the outright owner thereof and the sole member and manager of GRCL and of GOCL, the Pledgor hereby irrevocably constituting and appointing the Agent as the proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so, such proxy becoming effective upon the occurrence of an Event of Default and following written notice thereof; provided, however, that the Agent shall have no duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. In addition, after the occurrence of an Event of Default, the Agent shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of the Agent or which the Agent shall otherwise have the ability to transfer under applicable law, the Agent may, in its sole discretion, without notice except as specified below, after the occurrence of an Event of Default, sell or cause the same to be sold at any exchange, broker's board or at public or private sale, in one or more sales or lots, at such price as the Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Agent and each of the Holders of Secured Obligations may, in its own name, or in the name of a designee or nominee, buy the Pledged Collateral at any public sale and, if permitted by applicable law, buy the Pledged Collateral at any private sale. The Pledgor will pay to the Agent all reasonable expenses (including, without limitation, court costs and reasonable attorneys' and paralegals' fees and expenses) of, or incidental to, the enforcement of any of the provisions hereof. The Agent agrees to distribute any proceeds of the sale of the Pledged Collateral in accordance with the Credit Agreement and the Pledgor shall remain liable for any deficiency following the sale of the Pledged Collateral. (b) Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Agent will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be 8 commercially reasonable. Notwithstanding any provision to the contrary contained herein, the Pledgor agrees that any requirements of reasonable notice shall be met if such notice is received by the Pledgor as provided in Section 25 below at least ten (10) Business Days before the time of the sale or disposition; provided, however, that Agent may give any shorter notice that is commercially reasonable under the circumstances. Any other requirement of notice, demand or advertisement for sale is waived, to the extent permitted by law. (c) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after a Default, the Pledgor agrees that after the occurrence of an Event of Default, the Agent may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers to buy the Pledged Collateral, or any part of it, from a limited number of investors deemed by the Agent, in its reasonable judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral. If the Agent solicits such offers from not less than four (4) such investors, then the acceptance by the Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of such Pledged Collateral; provided, however, that this Section does not impose a requirement that the Agent solicit offers from four or more investors in order for the sale to be commercially reasonable. 10. Security Interest Absolute. All rights of the Agent and security interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of: (i) Any lack of validity or enforceability of the Credit Agreement or any other agreement or instrument relating thereto; (ii) Any change in the time, manner or place of payment of, or in any other term of, all or any part of the Liabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement; (iii) Any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any part of the Liabilities; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Liabilities or of this Agreement. 11. Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints the Agent its attorney-in-fact, with full authority, in the name of the Pledgor or otherwise, after the occurrence and during the continuation of an Event of Default, from time to time in the Agent's sole discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any cash distribution, interest payment or 9 other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, to exercise all rights of a member and manager (upon the election of the Agent) such as all voting, consent, managerial and other member rights, and to arrange for the transfer of all or any part of the Pledged Collateral on the books of GRCL and of GOCL to the name of the Agent or the Agent's nominee. 12. Waivers; Marshalling. (a) The Pledgor waives presentment and demand for payment of any of the Liabilities, protest and notice of dishonor or default with respect to any of the Liabilities and all other notices to which the Pledgor might otherwise be entitled except as otherwise expressly provided herein or in the Credit Agreement. (b) Neither the Agent nor any Holder of Secured Obligations shall be required to marshall any present or future collateral security for (including but not limited to this Agreement and the Pledged Collateral), or other assurances of payment of, the Obligations or any of them, or to resort to such collateral security or other assurances of payment in any particular order. All of the Agent's rights hereunder and of the Holders of Secured Obligations and the Agent in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Pledgor hereby agrees that it will not invoke any law relating to the marshalling of collateral that might cause delay in or impede the enforcement of the Agent's rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and to the extent that it lawfully may, the Pledgor hereby irrevocably waives the benefits of all such laws. 13. Term. This Agreement shall remain in full force and effect until the Liabilities (other than continuing indemnity obligations) have been fully and indefeasibly paid in cash and the Credit Agreement has terminated pursuant to its terms. Upon the termination of this Agreement as provided above (other than as a result of the sale of the Pledged Collateral), the Agent will release the security interest created hereunder and, if it then has possession of the Pledged Membership Interest or other Pledged Collateral, will deliver the Pledged Membership Interest and the Powers or such other Pledged Collateral to the Pledgor. 14. Definitions. The singular shall include the plural and vice versa and any gender shall include any other gender as the context may require. 15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Pledgor, the Agent, for the benefit of itself and the Holders of Secured Obligations, and their respective successors and assigns. The Pledgor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession of or for the Pledgor. 16. GOVERNING LAW. THE AGENT HEREBY ACCEPTS THIS AGREEMENT, ON BEHALF OF ITSELF AND THE HOLDERS OF SECURED OBLIGATIONS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE AGENT OR ANY HOLDER OF SECURED OBLIGATIONS AND THE PLEDGOR ARISING OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, AND 10 WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 17. Consent to Jurisdiction; Counterclaims; Forum Non Conveniens. (a) Exclusive Jurisdiction. Except as provided in subsection (b) of this Section 17, the Agent, on behalf of itself and the Holders of Secured Obligations, and the Pledgor agree that all disputes between them arising out of or related to the relationship established between them in connection with this Agreement, whether arising in contract, tort, equity, or otherwise, shall be resolved only by state or federal courts located in New York, New York, but the parties acknowledge that any appeals from those courts may have to be heard by a court located outside of New York, New York. (b) Other Jurisdictions. The Agent shall have the right to proceed against the Pledgor or its real or personal property in a court in any location to enable the Agent to obtain personal jurisdiction over the Pledgor, to realize on the Pledged Collateral or any other security for the Liabilities or to enforce a judgment or other court order entered in favor of the Agent. The Pledgor shall not assert any permissive counterclaims in any proceeding brought by the Agent arising out of or relating to this Agreement. (c) Venue; Forum Non Conveniens. Each of the Pledgor and the Agent waives any objection that it may have (including, without limitation, any objection to the laying of venue or based on forum non conveniens) to the location of the court in which any proceeding is commenced in accordance with this Section 17. 18. Service of Process. The Pledgor waives personal service of any process upon it and, as security for the Liabilities, irrevocably appoints The Prentice Hall Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware 19805, as its registered agent for the purpose of accepting service of process issued by any court. 19. WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE AGENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE AGENT AND THE PLEDGOR ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EITHER THE PLEDGOR OR THE AGENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 20. Waiver of Bond. The Pledgor waives the posting of any bond otherwise required of the Agent in connection with any judicial process or proceeding to realize on the Pledged Collateral or any other security for the Liabilities, to enforce any judgment or other court order entered in favor of the Agent, or to enforce by specific performance, temporary restraining order, or preliminary or permanent injunction, this Agreement or any other agreement or document between the Agent and the Pledgor. 21. Advice of Counsel. The Pledgor represents and warrants to the Agent and the Holders of Secured Obligations that it has consulted with its legal counsel regarding all waivers under this Agreement, including without limitation those under Section 12 and Sections 16 through 20 hereof, that it believes that it fully understands 11 all rights that it is waiving and the effect of such waivers, that it assumes the risk of any misunderstanding that it may have regarding any of the foregoing, and that it intends that such waivers shall be a material inducement to the Agent and the Holders of Secured Obligations to extend the indebtedness secured hereby. 22. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 23. Further Assurances. The Pledgor agrees that it will cooperate with the Agent and will execute and deliver, or cause to be executed and delivered, all such other stock powers, proxies, instruments and documents, and will take all such other actions, including, without limitation, the execution and filing of financing statements, as the Agent may reasonably request from time to time in order to carry out the provisions and purposes of this Agreement. 24. The Agent's Duty of Care. The Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law, including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Collateral, except for those arising out of or in connection with the Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to the safe custody of the Pledged Collateral in the Agent's possession. Without limiting the generality of the foregoing, the Agent shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Pledgor, and shall constitute part of the Liabilities secured hereby. 25. Notices. All notices and other communications required or desired to be served, given or delivered hereunder shall be made in the manner set forth in the Credit Agreement. 26. Amendments, Waivers and Consents. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent pursuant to the terms of the Credit Agreement, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 27. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof. 28. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement. 12 29. Merger. This Agreement represents the final agreement of the Pledgor with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Pledgor and the Agent or any Holder of Secured Obligations. 30. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden or proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. 13 IN WITNESS WHEREOF, the Pledgor and the Agent have executed this Agreement as of the date set forth above. THE DELTA QUEEN STEAMBOAT CO. By: /s/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President THE CHASE MANHATTAN BANK, as Agent By: /s/ Lisa D. Benitez ---------------------------------- Name: Lisa D. Benitez Title: Vice President 14 ACKNOWLEDGMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Agreement, agrees promptly to note on its books the security interests and assignment granted under such Agreement, and waives any rights or requirement at any time hereafter to receive a copy of such Agreement in connection with the registration of any Pledged Collateral in the name of the Agent or its nominee or the exercise of voting rights by the Agent or its nominee. GREAT RIVER CRUISE LINE, L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: /s/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: /s/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President 15 ACKNOWLEDGMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Agreement, agrees promptly to note on its books the security interests and assignment granted under such Agreement, and waives any rights or requirement at any time hereafter to receive a copy of such Agreement in connection with the registration of any Pledged Collateral in the name of the Agent or its nominee or the exercise of voting rights by the Agent or its nominee. GREAT OCEAN CRUISE LINE, L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: /s/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: /s/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President 16 CONSENT The undersigned hereby acknowledges receipt of a copy of the foregoing Agreement and consents to the pledge by The Delta Queen Steamboat Co. of its membership interests in GRCL and GOCL to the Agent. DQSB II, INC. By: /s/ Jordan B. Allen ---------------------------- Name: Jordan B. Allen Title: Senior Vice President 17 EXHIBIT A to LIMITED LIABILITY COMPANY PLEDGE AGREEMENT dated as of March 26, 1997 Pledged Membership Interests Percentage of Membership Interest Name of the Pledgor - ---- ------------------- Great River Cruise Line, L.L.C. 99% Great Ocean Cruise Line, L.L.C. 99% 18 EXHIBIT B to LIMITED LIABILITY COMPANY PLEDGE AGREEMENT dated as of March 26, 1997 Instruction in Connection with Uncertificated Securities March 26, 1997 Limited Liability Company: [__________________], L.L.C. MEMBERSHIP INTEREST OWNER: The Delta Queen Steamboat Co. Two North Riverside Plaza Suite 200 Chicago, Illinois 60606 Reference is hereby made to that certain Limited Liability Company Pledge Agreement dated as of March 26, 1997 (the "PLEDGE") between The Delta Queen Steamboat Co. (the "INTEREST OWNER"), a member of [_______________], L.L.C. (the "LIMITED LIABILITY COMPANY"), and The Chase Manhattan Bank, as Agent, as pledgee (the "PLEDGEE"). 1. Pledge Instructions. The Limited Liability Company is hereby instructed by the Interest Owner to register all of the Interest Owner's right, title and interest in and to all of the Interest Owner's rights in connection with any membership interest in the Limited Liability Company now and hereafter owned by the Interest Owner as subject to a pledge (or assignment) in favor of the Pledgee who, upon such registration of pledge, shall become the registered pledgee (or assignee) of the membership interests with all rights incident thereto. 2. Initial Transaction Statement. The Limited Liability Company is further instructed by the Interest Owner to promptly inform the Pledgee of the registration of the pledge by sending the initial transaction statement, in the form attached hereto as Annex A, to the Pledgee at its office located at 270 Park Avenue, New York, New York 10017. 3. Warranties of the Interest Owner. The Interest Owner hereby warrants that (i) the Interest Owner is an appropriate person to originate this instruction; (ii) the Interest Owner is entitled to effect the instruction here given; and (iii) the Interest Owner's taxpayer identification number is 72- 1245383. 19 IN WITNESS WHEREOF, the Interest Owner has caused this Pledge Instruction to be duly signed and delivered by its officer duly authorized as of the date first above written. THE DELTA QUEEN STEAMBOAT CO. By:__________________________ Name: _______________________ Title:_______________________ CONSENT OF THE LIMITED LIABILITY COMPANY [________________], L.L.C. (the "LIMITED LIABILITY COMPANY") hereby certifies that the Limited Liability Company consents and agrees to cause to be registered on the books and records of the Limited Liability Company the pledge of the membership interests referenced above and further agrees that upon receipt of written notice from the Pledgee that a default by the Interest Owner under the terms of any of the loan documents between the Interest Owner and the Pledgee has occurred and is continuing, the Limited Liability Company shall pay and remit to the Pledgee all distributions and other amounts payable to the Interest Owner upon redemption, termination and dissolution of the Limited Liability Company or otherwise. [_______________________], L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: _________________________ Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: _________________________ Name: Jordan B. Allen Title: Senior Vice President 20 Annex A to Pledge Instruction Form of Initial Transaction Statement The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Reference is hereby made to that certain Limited Liability Company Pledge Agreement dated as of March 26, 1997 (the "PLEDGE") between The Delta Queen Steamboat Co. (the "INTEREST OWNER"), a member of [________________], L.L.C. (the "LIMITED LIABILITY COMPANY"), and The Chase Manhattan Bank, as Agent, as pledgee (the "PLEDGEE"). On ______________ __, 1997, the Limited Liability Company caused the pledge (or assignment) of the 99% membership interest ("MEMBERSHIP INTEREST") by the Interest Owner in favor of the Pledgee to be registered on the books and records of the Limited Liability Company. Except for the pledge in favor of the Pledgor, to the knowledge of the Limited Liability Company, there are no liens, restrictions or adverse claims (as to which the Limited Liability Company has a duty under Section 8-403 of the Uniform Commercial Code) to which the Membership Interest is, or may be subject, as of the date hereof. The name of the owner of record of the Membership Interest is the Interest Owner. The address of the Interest Owner is set forth above. The taxpayer identification number of the Interest Owner is 72-1245383. The name of the registered pledgee of the Membership Interest is The Chase Manhattan Bank, as Agent, for its benefit and the benefit of Holders of Secured Obligations. The address of the Pledgee is set forth above. The taxpayer identification number of the Pledgee is 13-4994650. 21 THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEES AS OF THE TIME OF ITS ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO RIGHTS ON THE RECIPIENTS. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY. [_______________________], L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: _________________________ Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, INC. a Managing Member By: _________________________ Name: Jordan B. Allen Title: Senior Vice President EX-4.(II)(A)(39) 13 LIMITED LIABILITY PLEDGE AGREEMENT 1 EXHIBIT 4.(ii)(a)(39) LIMITED LIABILITY COMPANY PLEDGE AGREEMENT THIS LIMITED LIABILITY COMPANY PLEDGE AGREEMENT ("AGREEMENT") is made as of March 26, 1997 by DQSB II, INC., a Delaware corporation ("PLEDGOR"), a member of Great River Cruise Line, L.L.C., a Delaware limited liability company ("GRCL"), and a member of Great Ocean Cruise Line, L.L.C., a Delaware limited liability company ("GOCL"), and The Chase Manhattan Bank, as agent (the "AGENT"), for its benefit and the benefit of the Holders of Secured Obligations (as such term is defined in the Credit Agreement referred to below). Capitalized terms used herein and not herein defined shall have the same meanings assigned to such terms in the Credit Agreement described below. R E C I T A L S: A. The Delta Queen Steamboat Co. a Delaware corporation ("Borrower"), certain financial institutions (such financial institutions being herein referred to collectively as the "LENDERS"), and the Agent as one of the Lenders and as the agent for the Lenders have entered into the Third Amended and Restated Credit Agreement dated as of April 22, 1996, as amended through the date hereof (as amended, restated, supplemented or modified from time to time, the "CREDIT AGREEMENT"), pursuant to which the Lenders have agreed, subject to certain conditions precedent, to make loans and other financial accommodations to the Borrower from time to time. B. It is a condition precedent to the making of the loans to the Borrower under the Credit Agreement that this Agreement shall be executed and delivered by the Pledgor to the Lender and that this Agreement shall be in full force and effect. C. The Pledgor desires to secure its "LIABILITIES" (as hereinafter defined) to the Lender by the grant to the Lender of a first priority security interest in the Pledged Collateral (as hereinafter defined). ACCORDINGLY, for and in consideration of the foregoing and of any financial accommodations or extensions of credit (including, without limitation, any loan or advance by renewal, refinancing or extension of the agreements described hereinabove or otherwise) heretofore, now or hereafter made to or for the benefit of the Borrower pursuant to the Credit Agreement or any other agreement, instrument or document executed pursuant to or in connection therewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor and the Agent hereby agree as follows: 1. Pledge. The Pledgor hereby pledges, grants and assigns to the Agent, for the benefit of the Agent and the Holders of Secured Obligations, and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations, a security interest in, the following (collectively, the "PLEDGED COLLATERAL"): 2 (a) The membership interest of Pledgor in GRCL and in GOCL now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interest in GRCL or in GOCL (such membership interests being identified on Exhibit A attached hereto and made a part hereof), all of the right, title and interest of the Pledgor in, to and under its respective percentage interest, shares or units as a member including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of GRCL and of GOCL and the right to receive distributions of GRCL's and GOCL's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Amended and Restated Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of GRCL or of GOCL, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such instruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interest; (b) Any additional membership interests in GRCL or GOCL from time to time acquired by the Pledgor in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in GRCL or in GOCL (any such additional interests shall constitute part of the Pledged Membership Interest and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares and will promptly thereafter deliver to the Lender, a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (c) The property and interests in property described in Section 3 below; and (d) All proceeds of the foregoing. 3 2. Security for Liabilities. The Pledged Collateral secures the prompt payment, performance and observance of (i) the Obligations and (ii) the Pledgor's obligations and liabilities under this Agreement and each agreement, document or instrument executed pursuant to or in connection with this Agreement (all such obligations and liabilities of the Pledgor and the Borrower now or hereafter existing being hereinafter referred to as the "LIABILITIES"). 3. Pledged Collateral Adjustments. If, during the term of this Agreement: (a) Any reclassification, readjustment or other change is declared or made in the capital structure of GRCL or of GOCL, or any option included within the Pledged Collateral is exercised, or both, or (b) Any subscription, warrants or any other rights or options shall be issued in connection with the Pledged Collateral, then all new, substituted and additional membership interests, certificates, warrants, rights, options or other securities, issued by reason of any of the foregoing, shall be immediately delivered to and held by the Agent under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, that nothing contained in this Section 3 shall be deemed to permit any distribution, issuance of additional membership interests, warrants, rights or options, reclassification, readjustment or other change in the capital structure of GRCL or of GOCL which is not expressly permitted in the Credit Agreement. 4. Subsequent Changes Affecting Pledged Collateral. The Pledgor represents and warrants that it has made its own arrangements for keeping itself informed of changes or potential changes affecting the Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, cash distributions or other distributions, reorganization or other exchanges, tender offers and voting rights), and the Pledgor agrees that neither the Agent nor any of the Holders of Secured Obligations shall have any obligation to inform the Pledgor of any such changes or potential changes or to take any action or omit to take any action with respect thereto. The Agent may, after the occurrence of an Event of Default, without notice and at its option, transfer or register the Pledged Collateral or any part thereof into its or its nominee's name with or without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, the Agent may at any time exchange certificates or instruments representing or evidencing Pledged Membership Interests for certificates or instruments of smaller or larger denominations. 5. Representations and Warranties. The Pledgor represents and warrants as follows: (a) The Pledgor is the sole legal and beneficial owner of the membership interests in GRCL and in GOCL pledged to the Agent pursuant to this Agreement, free and clear of any Lien except for the security interest created by this Agreement; 4 (b) This Agreement has been duly and validly authorized, executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by moratorium laws from time to time in effect and general equitable principles; (c) Such Pledgor is the direct beneficial owner of the Pledged Collateral hereby pledged by it; (d) The Pledgor owns such Pledged Collateral free and clear of any Lien, except for the pledge and security interest granted to the Agent and the Holders of Secured Obligations hereunder; (e) The Pledgor shall cause GRCL and GOCL to make a notation on their respective records, which notation shall indicate the security interest granted hereby, and such Pledgor agrees to execute and file financing statements pursuant to the Uniform Commercial Code as the Agent may request to perfect the security interest granted hereby, and such Pledgor agrees to execute and deliver to GRCL and to GOCL a Pledge Instruction in the form of Exhibit B hereto; (f) The pledge of the Pledged Collateral by the Pledgor does not violate (1) the Operating Agreements of GRCL or of GOCL or any of the other organizational documents of GRCL or of GOCL; (2) the certificate of incorporation or by-laws of the Pledgor; (3) any indenture, mortgage, loan or credit agreement to which the Pledgor, GRCL or GOCL is a party or by which any of their respective properties or assets may be bound; or (4) any restriction on such transfer or encumbrance of such Pledged Collateral; (g) Except as set forth in the Operating Agreements, there are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral; (h) Except as set forth in the Operating Agreements, the Pledgor has the right to vote, pledge, assign and grant a security interest in or otherwise transfer such Pledged Collateral free of any Liens; (i) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally); (j) The pledge of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged 5 Collateral, in favor of the Agent for the benefit of the Agent and the Holders of Secured Obligations, securing the payment and performance of the Liabilities; (k) The pledge of the Pledge Collateral pursuant to this Agreement constitutes a complete assignment of the Pledged Collateral pursuant to 6 Del. Code Ann. Section 18-702 (1996). 6. Voting Rights and Other Powers. During the term of this Agreement, and except as provided in this Section 6 below, the Pledgor shall have (i) the right to vote the Pledged Membership Interest on all questions in a manner not inconsistent with the terms of this Agreement, the Credit Agreement and any other agreement, instrument or document executed pursuant thereto or in connection therewith, and (ii) the right to be the member and manager of GRCL and/or GOCL, and shall be entitled to exercise all managerial, election and other rights relating to the Pledged Collateral. After the occurrence or during the continuance of an Event of Default, the Agent or the Agent's nominee may, at the Agent's or such nominee's option and following written notice ("ELECTION NOTICE") from the Agent to the Pledgor (x) exercise, or direct such Pledgor as to the exercise of (whereupon such Pledgor shall exercise as so directed), all voting, consent, managerial, election and other membership and manager rights to the Pledged Collateral of the Pledgor; such authorization shall constitute an irrevocable voting proxy from the Pledgor to the Agent or, at the Agent's option, to the Agent's nominee; and (y) exercise, or direct such Pledgor as to the exercise of (whereupon the Pledgor shall exercise as so directed), any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral of the Pledgor as if the Agent were the absolute owner thereof, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do or delay in so doing. Under no circumstances shall the Agent have, or be deemed to have or to have had, any right to exercise, or to direct the Pledgor to exercise, any voting, managerial, election or other rights of an owner of the Pledged Collateral, or arising under the Pledged Collateral, unless and until the Agent shall have delivered to such Pledgor an Election Notice as described hereinabove. 7. Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to receive and retain any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit Agreement, provided, however, that any and all (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or 6 dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent to hold, for the benefit of the Agent and the Holders of Secured Obligations, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (ii) The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the distributions or interest payments which it is authorized to receive and retain pursuant to clause (i) above. (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All rights of the Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments; (ii) All distributions and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, shall be segregated from other funds of the Pledgor and shall be paid over immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsements). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash 7 Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits. 8. Transfers and Other Liens. The Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of the Agent, or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement. To the extent additional or different members of GRCL or of GOCL are permitted, Pledgor shall cause as a condition to permitting such entity to become a member that the new member consent to (i) the terms of this Agreement; (ii) the Pledge and assignment of the Pledged Collateral; and (ii) the rights granted hereunder for the Agent to become the/a member of GRCL or of GOCL at its election. 9. Remedies. (a) The Agent shall have, in addition to any other rights given under this Agreement or by law, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code as in effect in the State of New York. After the occurrence and during the continuance of an Event of Default and following written notice to the Pledgor, the Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exercise all voting rights with respect thereto, to collect and receive all cash distributions and other distributions made thereon, and to otherwise act with respect to the Pledged Collateral as though the Agent were the outright owner thereof and the sole member and manager of GRCL and of GOCL, the Pledgor hereby irrevocably constituting and appointing the Agent as the proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so, such proxy becoming effective upon the occurrence of an Event of Default and following written notice thereof; provided, however, that the Agent shall have no duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. In addition, after the occurrence of an Event of Default, the Agent shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of the Agent or which the Agent shall otherwise have the ability to transfer under applicable law, the Agent may, in its sole discretion, without notice except as specified below, after the occurrence of an Event of Default, sell or cause the same to be sold at any exchange, broker's board or at public or private sale, in one or more sales or lots, at such price as the Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Agent and each of the Holders of Secured Obligations may, in its own name, or in the name of a designee or nominee, buy the Pledged Collateral at any public sale and, if permitted by applicable law, buy the Pledged Collateral at any private sale. The Pledgor will pay to the Agent all reasonable expenses (including, without limitation, court costs and reasonable attorneys' and 8 paralegals' fees and expenses) of, or incidental to, the enforcement of any of the provisions hereof. The Agent agrees to distribute any proceeds of the sale of the Pledged Collateral in accordance with the Credit Agreement and the Pledgor shall remain liable for any deficiency following the sale of the Pledged Collateral. (b) Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Agent will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, the Pledgor agrees that any requirements of reasonable notice shall be met if such notice is received by the Pledgor as provided in Section 25 below at least ten (10) Business Days before the time of the sale or disposition; provided, however, that Agent may give any shorter notice that is commercially reasonable under the circumstances. Any other requirement of notice, demand or advertisement for sale is waived, to the extent permitted by law. (c) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after a Default, the Pledgor agrees that after the occurrence of an Event of Default, the Agent may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers to buy the Pledged Collateral, or any part of it, from a limited number of investors deemed by the Agent, in its reasonable judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral. If the Agent solicits such offers from not less than four (4) such investors, then the acceptance by the Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of such Pledged Collateral; provided, however, that this Section does not impose a requirement that the Agent solicit offers from four or more investors in order for the sale to be commercially reasonable. 10. Security Interest Absolute. All rights of the Agent and security interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of: (i) Any lack of validity or enforceability of the Credit Agreement or any other agreement or instrument relating thereto; (ii) Any change in the time, manner or place of payment of, or in any other term of, all or any part of the Liabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement; 9 (iii) Any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any part of the Liabilities; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Liabilities or of this Agreement. 11. Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints the Agent its attorney-in-fact, with full authority, in the name of the Pledgor or otherwise, after the occurrence and during the continuation of an Event of Default, from time to time in the Agent's sole discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any cash distribution, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, to exercise all rights of a member and manager (upon the election of the Agent) such as all voting, consent, managerial and other member rights, and to arrange for the transfer of all or any part of the Pledged Collateral on the books of GRCL and of GOCL to the name of the Agent or the Agent's nominee. 12. Waivers; Marshalling. (a) The Pledgor waives presentment and demand for payment of any of the Liabilities, protest and notice of dishonor or default with respect to any of the Liabilities and all other notices to which the Pledgor might otherwise be entitled except as otherwise expressly provided herein or in the Credit Agreement. (b) Neither the Agent nor any Holder of Secured Obligations shall be required to marshall any present or future collateral security for (including but not limited to this Agreement and the Pledged Collateral), or other assurances of payment of, the Obligations or any of them, or to resort to such collateral security or other assurances of payment in any particular order. All of the Agent's rights hereunder and of the Holders of Secured Obligations and the Agent in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Pledgor hereby agrees that it will not invoke any law relating to the marshalling of collateral that might cause delay in or impede the enforcement of the Agent's rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and to the extent that it lawfully may, the Pledgor hereby irrevocably waives the benefits of all such laws. 13. Term. This Agreement shall remain in full force and effect until the Liabilities (other than continuing indemnity obligations) have been fully and indefeasibly paid in cash and the Credit Agreement has terminated pursuant to its terms. Upon the termination of this Agreement as provided above (other than as a result of the sale of the Pledged Collateral), the Agent will release the security interest created hereunder and, if it then has possession of the Pledged Membership Interest or other Pledged 10 Collateral, will deliver the Pledged Membership Interest and the Powers or such other Pledged Collateral to the Pledgor. 14. Definitions. The singular shall include the plural and vice versa and any gender shall include any other gender as the context may require. 15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Pledgor, the Agent, for the benefit of itself and the Holders of Secured Obligations, and their respective successors and assigns. The Pledgor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession of or for the Pledgor. 16. GOVERNING LAW. THE AGENT HEREBY ACCEPTS THIS AGREEMENT, ON BEHALF OF ITSELF AND THE HOLDERS OF SECURED OBLIGATIONS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE AGENT OR ANY HOLDER OF SECURED OBLIGATIONS AND THE PLEDGOR ARISING OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 17. Consent to Jurisdiction; Counterclaims; Forum Non Conveniens. (a) Exclusive Jurisdiction. Except as provided in subsection (b) of this Section 17, the Agent, on behalf of itself and the Holders of Secured Obligations, and the Pledgor agree that all disputes between them arising out of or related to the relationship established between them in connection with this Agreement, whether arising in contract, tort, equity, or otherwise, shall be resolved only by state or federal courts located in New York, New York, but the parties acknowledge that any appeals from those courts may have to be heard by a court located outside of New York, New York. (b) Other Jurisdictions. The Agent shall have the right to proceed against the Pledgor or its real or personal property in a court in any location to enable the Agent to obtain personal jurisdiction over the Pledgor, to realize on the Pledged Collateral or any other security for the Liabilities or to enforce a judgment or other court order entered in favor of the Agent. The Pledgor shall not assert any permissive counterclaims in any proceeding brought by the Agent arising out of or relating to this Agreement. (c) Venue; Forum Non Conveniens. Each of the Pledgor and the Agent waives any objection that it may have (including, without limitation, any objection to the laying of venue or based on forum non conveniens) to the location of the court in which any proceeding is commenced in accordance with this Section 17. 18. Service of Process. The Pledgor waives personal service of any process upon it and, as security for the Liabilities, irrevocably appoints The Prentice Hall Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware 19805, as its registered agent for the purpose of accepting service of process issued by any court. 19. WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE AGENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR 11 OTHERWISE, BETWEEN THE AGENT AND THE PLEDGOR ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EITHER THE PLEDGOR OR THE AGENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 20. Waiver of Bond. The Pledgor waives the posting of any bond otherwise required of the Agent in connection with any judicial process or proceeding to realize on the Pledged Collateral or any other security for the Liabilities, to enforce any judgment or other court order entered in favor of the Agent, or to enforce by specific performance, temporary restraining order, or preliminary or permanent injunction, this Agreement or any other agreement or document between the Agent and the Pledgor. 21. Advice of Counsel. The Pledgor represents and warrants to the Agent and the Holders of Secured Obligations that it has consulted with its legal counsel regarding all waivers under this Agreement, including without limitation those under Section 12 and Sections 16 through 20 hereof, that it believes that it fully understands all rights that it is waiving and the effect of such waivers, that it assumes the risk of any misunderstanding that it may have regarding any of the foregoing, and that it intends that such waivers shall be a material inducement to the Agent and the Holders of Secured Obligations to extend the indebtedness secured hereby. 22. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 23. Further Assurances. The Pledgor agrees that it will cooperate with the Agent and will execute and deliver, or cause to be executed and delivered, all such other stock powers, proxies, instruments and documents, and will take all such other actions, including, without limitation, the execution and filing of financing statements, as the Agent may reasonably request from time to time in order to carry out the provisions and purposes of this Agreement. 24. The Agent's Duty of Care. The Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law, including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Collateral, except for those arising out of or in connection with the Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to the safe custody of the Pledged Collateral in the Agent's possession. Without limiting the generality of the foregoing, the Agent shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Pledgor, and shall constitute part of the Liabilities secured hereby. 12 25. Notices. The Pledgor appoints Borrower as its agent to receive notices and other communications under this Agreement. Any such notice or communication received by Borrower under this Agreement shall be deemed to have been received by the Pledgor. All such notices to Borrower shall be given in the manner and to the addresses set forth in the Credit Agreement. 26. Amendments, Waivers and Consents. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent pursuant to the terms of the Credit Agreement, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 27. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof. 28. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement. 29. Merger. This Agreement represents the final agreement of the Pledgor with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Pledgor and the Agent or any Holder of Secured Obligations. 30. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden or proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. 13 IN WITNESS WHEREOF, the Pledgor and the Agent have executed this Agreement as of the date set forth above. DQSB II, INC. By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President THE CHASE MANHATTAN BANK, as Agent By: \s\ Lisa D. Benitez ---------------------------------- Name: Lisa D. Benitez Title: Vice President 14 ACKNOWLEDGMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Agreement, agrees promptly to note on its books the security interests and assignment granted under such Agreement, and waives any rights or requirement at any time hereafter to receive a copy of such Agreement in connection with the registration of any Pledged Collateral in the name of the Agent or its nominee or the exercise of voting rights by the Agent or its nominee. GREAT RIVER CRUISE LINE, L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President 15 ACKNOWLEDGMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Agreement, agrees promptly to note on its books the security interests and assignment granted under such Agreement, and waives any rights or requirement at any time hereafter to receive a copy of such Agreement in connection with the registration of any Pledged Collateral in the name of the Agent or its nominee or the exercise of voting rights by the Agent or its nominee. GREAT OCEAN CRUISE LINE, L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: \s\ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President 16 CONSENT The undersigned hereby acknowledges receipt of a copy of the foregoing Agreement and consents to the pledge by DQSB II, Inc. of its membership interests in GRCL and GOCL to the Agent. THE DELTA QUEEN STEAMBOAT CO. By: \s\ Jordan B. Allen ---------------------------- Name: Jordan B. Allen Title: Senior Vice President 17 EXHIBIT A to LIMITED LIABILITY COMPANY PLEDGE AGREEMENT dated as of March 26, 1997 Pledged Membership Interests Percentage of Membership Interest Name of the Pledgor - ---- ------------------- Great River Cruise Line, L.L.C. 1% Great Ocean Cruise Line, L.L.C. 1% 18 EXHIBIT B to LIMITED LIABILITY COMPANY PLEDGE AGREEMENT dated as of March 26, 1997 Instruction in Connection with Uncertificated Securities March 26, 1997 Limited Liability Company: [__________________], L.L.C. MEMBERSHIP INTEREST OWNER: DQSB II, Inc. Two North Riverside Plaza Suite 200 Chicago, Illinois 60606 Reference is hereby made to that certain Limited Liability Company Pledge Agreement dated as of March 26, 1997 (the "PLEDGE") between DQSB II, Inc.(the "INTEREST OWNER"), a member of [_______________], L.L.C. (the "LIMITED LIABILITY COMPANY"), and The Chase Manhattan Bank, as Agent, as pledgee (the "PLEDGEE"). 1. Pledge Instructions. The Limited Liability Company is hereby instructed by the Interest Owner to register all of the Interest Owner's right, title and interest in and to all of the Interest Owner's rights in connection with any membership interest in the Limited Liability Company now and hereafter owned by the Interest Owner as subject to a pledge (or assignment) in favor of the Pledgee who, upon such registration of pledge, shall become the registered pledgee (or assignee) of the membership interests with all rights incident thereto. 2. Initial Transaction Statement. The Limited Liability Company is further instructed by the Interest Owner to promptly inform the Pledgee of the registration of the pledge by sending the initial transaction statement, in the form attached hereto as Annex A, to the Pledgee at its office located at 270 Park Avenue, New York, New York 10017. 3. Warranties of the Interest Owner. The Interest Owner hereby warrants that (i) the Interest Owner is an appropriate person to originate this instruction; (ii) the Interest Owner is entitled to effect the instruction here given; and (iii) the Interest Owner's taxpayer identification number is 72- 1245383. 19 IN WITNESS WHEREOF, the Interest Owner has caused this Pledge Instruction to be duly signed and delivered by its officer duly authorized as of the date first above written. DQSB II, INC. By:__________________________ Name: _______________________ Title:_______________________ CONSENT OF THE LIMITED LIABILITY COMPANY [________________], L.L.C. (the "LIMITED LIABILITY COMPANY") hereby certifies that the Limited Liability Company consents and agrees to cause to be registered on the books and records of the Limited Liability Company the pledge of the membership interests referenced above and further agrees that upon receipt of written notice from the Pledgee that a default by the Interest Owner under the terms of any of the loan documents between the Interest Owner and the Pledgee has occurred and is continuing, the Limited Liability Company shall pay and remit to the Pledgee all distributions and other amounts payable to the Interest Owner upon redemption, termination and dissolution of the Limited Liability Company or otherwise. [_______________________], L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: __________________________ Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: __________________________ Name: Jordan B. Allen Title: Senior Vice President 20 Annex A to Pledge Instruction Form of Initial Transaction Statement The Chase Manhattan Bank 270 Park Avenue New York, New York 10017 Reference is hereby made to that certain Limited Liability Company Pledge Agreement dated as of March 26, 1997 (the "PLEDGE") between DQSB II, Inc.(the "INTEREST OWNER"), a member of [________________], L.L.C. (the "LIMITED LIABILITY COMPANY"), and The Chase Manhattan Bank, as Agent, as pledgee (the "PLEDGEE"). On ______________ __, 1997, the Limited Liability Company caused the pledge (or assignment) of the 1% membership interest ("MEMBERSHIP INTEREST") by the Interest Owner in favor of the Pledgee to be registered on the books and records of the Limited Liability Company. Except for the pledge in favor of the Pledgor, to the knowledge of the Limited Liability Company, there are no liens, restrictions or adverse claims (as to which the Limited Liability Company has a duty under Section 8-403 of the Uniform Commercial Code) to which the Membership Interest is, or may be subject, as of the date hereof. The name of the owner of record of the Membership Interest is the Interest Owner. The address of the Interest Owner is set forth above. The taxpayer identification number of the Interest Owner is 36-4133147. The name of the registered pledgee of the Membership Interest is The Chase Manhattan Bank, as Agent, for its benefit and the benefit of Holders of Secured Obligations. The address of the Pledgee is set forth above. The taxpayer identification number of the Pledgee is 13-4994650. 21 THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEES AS OF THE TIME OF ITS ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO RIGHTS ON THE RECIPIENTS. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY. [_______________________], L.L.C. By: The Delta Queen Steamboat Co., a Managing Member By: __________________________ Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Managing Member By: __________________________ Name: Jordan B. Allen Title: Senior Vice President EX-4.(II)(A)(40) 14 SECURITY AGREEMENT 1 EXHIBIT 4.(ii)(a)(40) SECURITY AGREEMENT SECURITY AGREEMENT ("Agreement"), dated as of March 26, 1997, is made and entered into by and between DQSB II, INC., a Delaware corporation (the "Company") and THE CHASE MANHATTAN BANK, a New York banking corporation, as agent (hereinafter in such capacity, the "Agent") for itself and the Lenders (as referred to and defined in the "Credit Agreement" described below). WHEREAS, THE DELTA QUEEN STEAMBOAT CO.("Borrower"), AMERICAN CLASSIC VOYAGES, INC., certain financial institutions and each other financial institution which from time to time becomes a party thereto in accordance with Section 11.02(a) (together with their respective successors and assigns, individually, a "Lender" and, collectively, the "Lenders") and the Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of April 22, 1996, as amended (as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); WHEREAS, the Company has become a party to that certain Guaranty dated as of August 3, 1993, as amended (as the same may be amended, modified or supplemented from time to time, the "Guaranty"), pursuant to that certain Master Assumption Agreement and Fourth Master Amendment to Collateral Documents of even date herewith in favor of the Agent for the benefit of itself and the Lenders, pursuant to which Guaranty the Company has guaranteed the payment and performance of the Guaranteed Obligations (as defined in the Guaranty) to the Agent and the Lenders; WHEREAS, it is a condition precedent to the Lenders' making any loans or otherwise extending credit to the Borrower under the Credit Agreement that the Company execute and deliver to the Agent, for the benefit of the Lenders and the Agent, a security agreement in substantially the form hereof; and WHEREAS, the Company wishes to grant security interests in favor of the Agent, for the benefit of the Lenders and the Agent, as herein provided; NOW, THEREFORE, in connection of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the Credit Agreement. The term "Uniform Commercial Code" shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Louisiana; and terms defined therein shall be used herein as defined therein; provided, however, in the event that by reason of mandatory provisions of law, any and all of the attachment, perfection, or priority of the security interest created hereunder is governed by the 2 Uniform Commercial Code as in effect in any jurisdiction other than the State of Louisiana, the term "Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for the purposes of the provisions hereof related to such attachment, perfection or priority and for purposes of definitions related as such provisions. Section 2. Grant of Security Interest. (a) The Company hereby grants to the Agent, for the benefit of the Lenders and the Agent, to secure the payment and performance in full of all of the Guaranteed Obligations, a security interest in and so pledges and assigns to the Agent, for the benefit of the Lenders and the Agent, the following properties, assets and rights of the Company, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral"): All personal and fixture property of every kind and nature including without limitation all furniture, fixtures, machinery, equipment, raw materials, inventory, goods, accounts, contract rights, rights to the payment of money, charter hire, earnings and freight, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments (including certificated securities), deposit accounts and all general intangibles including, without limitation, all uncertificated securities, tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue and recover for past infringement of patents, trademarks and copyrights, technology, know-how and processes, computer programs, computer software, engineering drawings, service marks, customer lists, goodwill, and all licenses, permits agreements of any kind or nature pursuant to which the Company possesses, uses or has authority to posses or use property (whether tangible or intangible) of others or which others possess, use or have authority to possess or use property (whether tangible or intangible) of the Company, and all recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications and schematics. (b) Pursuant to the terms hereof, the Company has endorsed, assigned and delivered to the Agent all negotiable or nonnegotiable instruments (including certificated securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that the Company shall, after the date of this Agreement, acquire any other negotiable or nonnegotiable instruments (including certificated securities) or chattel paper to be pledged by it hereunder, the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. To the extent that any securities are uncertificated, appropriate book-entry transfers reflecting the pledge of such securities created hereby have been or, in the case of uncertificated securities hereafter acquired by the Company, will at the time of such acquisition be, duly made for the account of the Agent or one or more nominees of the -2- 3 Agent with the issuer of such securities or other appropriate book-entry facility or financial intermediary, with the Agent having at all times the right to obtain definitive certificates (in the Agent's name or in the name of one or more nominees of the Agent) where the issuer customarily or otherwise issues certificates, all to be held as Collateral hereunder. The Company hereby acknowledges that the Agent may, in its discretion, appoint one or more financial institutions to act as the Agent's agent in holding in custodial account instruments or other financial assets in which the Agent on behalf of the Lenders and the Agent is granted a security interest hereunder, including, without limitation, certificates of deposit and other instruments evidencing short-term obligations. (c) Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applications thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (B) upon any such licensor, lessor or other applicable party consent with respect to any otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral". Section 3. Title to Collateral, etc. The Company is the owner of the Collateral free from any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other liens permitted by the Credit Agreement. None of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Section 9-109(3) of the Uniform Commercial Code of the State of Louisiana. None of the account debtors in respect of any accounts, chattel paper or general intangibles and none of the obligors in respect of any instruments included in the Collateral is a Governmental Authority subject to the Federal Assignment of Claims Act. Section 4. Continuous Perfection. The Company's place of business or, if more than one, chief executive office is indicated on the Perfection Certificate delivered to the Agent herewith (the "Perfection Certificate"). The Company will not change the same, or the name, identity or corporate structure of the Company in any manner, without providing at least 30 days' prior written notice to the Agent. The Collateral other than the Delta Queen and the Mississippi Queen and any Collateral located thereon, to the extent not delivered to the Agent pursuant to Section 2(b), will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, except with respect to inventory as required in the ordinary course of business, without providing at least 30 days' prior written notice to the Agent. Section 5. No Liens. Except for the security interest herein granted and liens permitted by the Credit Agreement, the Company shall be the owner of the Collateral free from any lien, security interest or other encumbrance, and the Company shall -3- 4 defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to the Agent or any of the Lenders. The Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any Person other than Agent, for the benefit of the Lenders and the Agent, except for liens permitted by the Credit Agreement. Section 6. No Transfers. Subject to the provisions of the Credit Agreement, the Company will not sell or offer to sell or otherwise transfer the Collateral or any interest therein except for sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices. Section 7. Insurance. (a) Subject to the provisions of the Credit Agreement, the Company will maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. Such insurance shall be in such amounts that the Company will not be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Agent. In addition, all such insurance shall be payable to the Agent as loss payee under a "standard mortgage" loss payee clause for the benefit of the Lenders and the Agent. Without limiting the foregoing, the Company will (i) maintain all such worker's compensation or similar insurance as may be required by law and (ii) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Company and business interruption insurance. (b) Subject to the provisions of the Credit Agreement, the proceeds of any casualty insurance in respect of the casualty loss of any of the Collateral shall, subject to the rights, if any, of other parties with a prior interest in the property covered thereby, (i) so long as no Event of Default has occurred and is continuing and to the extent that the amount of such proceeds is less than $1,000,000, be disbursed to the Company for direct application by the Company solely to the repair or replacement of the Company's property so damaged or destroyed and (ii) in all other circumstances, be held by the Agent as cash collateral for the Guaranteed Obligations. The Agent may, at its sole option, disburse from time to time all or any part of such proceeds so held as cash collateral, upon such terms and conditions as the Agent may reasonably prescribe, for direct application by the Company solely to the repair or replacement of the Company's property so damaged or destroyed, or the Agent may apply all or any part of such proceeds to the Guaranteed Obligations. (c) All policies of insurance shall provide for at least thirty days' prior written cancellation notice to the Agent. In the event of failure by the Company to provide and maintain insurance as herein provided, the Agent may, at its option, provide such insurance and charge the amount thereof to the Company plus interest at the Default Rate as set forth in the Credit Agreement. The Company shall furnish the Agent -4- 5 with certificates of insurance and policies evidencing compliance with the foregoing insurance provision. Section 8. Maintenance of Collateral; Compliance with Law. The Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Agent, or its designee, may inspect the Collateral at any reasonable time, wherever located. Section 9. Collateral Protection Expenses; Preservation of Collateral. (a) In its discretion, the Agent may, upon ten (10) days' prior written notice to the Company so long as no Event of Default has occurred and is continuing (and otherwise without prior notice), discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. The Company agrees to reimburse the Agent on demand for any and all expenditures so made. The Agent shall have no obligation to the Company to make any such expenditures, nor shall the making thereof relieve the Company of any default. (b) Anything herein to the contrary notwithstanding, the Company shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by the Company thereunder. Neither the Agent nor any Lender shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Lender of any payment relating to any of the Collateral, nor shall the Agent or any Lender be obligated in any manner to perform any of the obligations of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Lender in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Lender may be entitled at any time or times. The Agent's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account. Section 10. Securities and Deposits. If an Event of Default shall have occurred and be continuing, (i) the Agent may at any time, at its option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Guaranteed Obligations, and (ii) whether or not any Guaranteed Obligations are due, the Agent may demand, sue for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Guaranteed Obligations, any deposits or other sums at any time credited by or due from the Agent or any Lender to the Company may at any time be applied to or set off against any of the Guaranteed Obligations. Section 11. Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, the Company shall, at the request of the -5- 6 Agent, notify account debtors on accounts, chattel paper and general intangibles of the Company and obligors on instruments for which the Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent's agent therefor, and the Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon the Company, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, without commingling the same with other funds of the Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Guaranteed Obligations, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them. Section 12. Further Assurances. The Company, at its own expense, shall do, make, execute and deliver all such additional and further acts, things, deeds assurances and instruments as the Agent may require more completely to vest in and assure to the Agent and the Lenders their respective rights hereunder or in any of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and continuation statements under the Uniform Commercial Code, (b) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other applicable party referred to in Section 2(c), (c) obtaining waivers from mortgagees and landlords and (d) taking all actions required by Sections 8-313 and 8-321 of the Uniform Commercial Code, as applicable in each relevant jurisdiction, with respect to certificated and uncertificated securities. Section 13. Power of Attorney. (a) The Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company or in the Agent's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, without notice to or assent by the Company, to do the following: (i) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do at the Company's expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Collateral and the Agent's security interest -6- 7 therein, in order to effect the intent of this Agreement, all as fully and effectively as the Company might do, including, without limitation, (A) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (B) upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (C) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to file such financing statements with respect hereto, with or without the Company's signature, or a photocopy or carbon copy of this Agreement or of a signed financing statement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Company's name such financing statements and continuation statements which may require the Company's signature. (b) To the extent permitted by law, the Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (c) The powers conferred on the Agent hereunder are solely to protect the interests of the Agent and the Lenders in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company for any act or failure to act, except for the Agent's own gross negligence or willful misconduct. Section 14. Remedies. If an Event of Default shall have occurred and be continuing, the Agent may, without notice to or demand upon the Company, declare this Agreement to be in default, and the Agent shall thereafter have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code, including, without limitation, the right to take possession of the Collateral, and for that purpose the Agent may, so far as the Company can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Agent may require the Company to assemble all or any part of the Collateral at such location or locations within the state(s) of the Company's principal office(s) or at such other locations as the Agent may designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Agent shall give to the Company at least ten (10) Business Days' prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Company hereby acknowledges that ten (10) Business Days' prior written notice of such sale or sales shall be reasonable notice. In addition, the Company waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent's rights -7- 8 hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights with respect thereto. To the extent that any of the Guaranteed Obligations are to be paid or performed by a Person other than the Company, the Company waives and agrees not to assert any rights or privileges which it may have under Section 9-112 of the Uniform Commercial Code. Section 15. Special Louisiana Provisions. The Company hereby agrees as follows: (a) For purposes of Louisiana executory process, the Company acknowledges the Guaranteed Obligations secured hereby, whether now existing or to arise hereafter, and confesses judgment thereon. Upon the occurrence of an Event of Default and at any time thereafter so long as the same shall be continuing, and in addition to all other rights and remedies granted the Agent hereunder, it shall be lawful for and the Company hereby authorizes the Agent without making a demand or putting the Company in default, a putting in default being expressly waived, to cause all and singular the Collateral to be seized and sold after due process of law, the Company waiving the benefit of any and all laws or parts of laws relative to the appraisement of property seized and sold under executory process or other legal process, and consenting that the Collateral be sold without appraisement, either in its entirety or in lots or parcels, as the Agent may determine, to the highest bidder for cash or on such other terms as the plaintiff in such proceedings may direct. In addition, the Agent shall have all of the rights and remedies available to it under this Agreement or under the Louisiana Commercial Laws (Louisiana Revised Statutes, Title 10), then in effect, and under Chapter 9 of the Louisiana Commercial Laws, then in effect (La. R.S. 10:9-101 et seq.). (b) the Company hereby waives: (i) the benefit of appraisement provided for in Articles 2332, 2336, 2723 and 2724 of the Louisiana Code of Civil Procedure and all other laws conferring the same; (ii) the demand and three (3) days' notice of demand as provided in Articles 2639 and 2721 of the Louisiana Code of Civil Procedure; (iii) the notice of seizure provided by Articles 2293 and 2721 of the Louisiana Code of Civil Procedure; and (iv) the three (3) days' delay provided for in Articles 2331 and 2722 of the Louisiana Code of Civil Procedure. (c) the Company expressly authorizes and agrees that the Agent shall have the right to appoint a keeper of the Collateral, or any part thereof, pursuant to the terms and provisions of La. R.S. 9:5136. Section 16. No Waiver, etc. The Company waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other -8- 9 demands and notices of any description. With respect to both the Guaranteed Obligations and the Collateral, the Company assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of Collateral, to the addition or release of any party or Person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Agent may deem advisable. The Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 9(b). The Agent shall not be deemed to have waived any of its rights upon or under the Guaranteed Obligations or the Collateral unless such waiver shall be in writing and signed by the Agent with the consent of the Required Lenders. No delay or omission on the part of the Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. All rights and remedies of the Agent with respect to the Guaranteed Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Agent deems expedient. Section 17. Marshalling. Neither the Agent nor any Lender shall be required to marshal any present or future collateral security (including but not limited to this Agreement and the Collateral) for, or other assurances of payment of, the Guaranteed Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the rights of the Agent hereunder and of the Agent or any Lender in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Agent's rights under this Agreement or under any other instrument creating or evidencing any of the Guaranteed Obligations or under which any of the Guaranteed Obligations is outstanding or by which any of the Guaranteed Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws. Section 18. Proceeds of Dispositions; Expenses. The Company shall pay to the Agent on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Agent in protecting, preserving or enforcing the Agent's rights under or in respect of any of the Guaranteed Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale of the Guaranteed Obligations or Collateral shall, to the extent actually received in cash, be applied to the payment of the Guaranteed Obligations in such order or preference as the Agent may determine in its sole discretion proper allowance being made for any Guaranteed Obligations not then due. Upon the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations and the termination of all financial arrangement among the Borrower and the Lenders, and after making any payments required by Section 9-504(1)(c) of the Uniform Commercial Code, any excess shall be returned to the Company, and the Company shall remain liable for any deficiency in the payment of the Guaranteed Obligations. -9- 10 Section 19. Agent. The Agent shall exercise its rights and remedies hereunder in accordance with the provisions of the Credit Agreement, including without limitation the provisions for acting upon the request or at the direction of one or more of the Lenders. Section 20. Overdue Amounts. Until paid, all amounts due and payable by the Company hereunder shall be a debt secured by the Collateral and shall bear, whether before or after judgment, interest at the Default Rate as set forth in the Credit Agreement. Section 21. GOVERNING LAW. THIS AGREEMENT AND ANY DISPUTE AMONG THE COMPANY, THE BORROWER, THE PARENT AND THE AGENT, ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE INTERPRETED AND RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA. Section 22. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL. (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE. (B) OTHER JURISDICTIONS. THE COMPANY AGREES THAT THE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST THE COMPANY OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE COMPANY OR (2) REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEED OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE COMPANY AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEED OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE COMPANY WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF -10- 11 THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION. (C) SERVICE OF PROCESS. THE COMPANY WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE GUARANTEED OBLIGATIONS, IRREVOCABLY APPOINTS THE PRENTICE-HALL CORPORATION SYSTEM, INC. THE COMPANY'S REGISTERED AGENT, WHOSE ADDRESS IS 1013 CENTRE ROAD, WILMINGTON, DELAWARE 19805, AS THE COMPANY'S AGENT FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS ISSUED BY ANY COURT. THE COMPANY IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE. (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (E) WAIVER OF BOND. THE COMPANY WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEED OBLIGATIONS OR TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. Section 23. Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Company and its respective successors and assigns, and shall inure to the benefit of the Agent, the Lenders and their respective successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges receipt of a copy of this Agreement. -11- 12 Section 24. Notice, Etc. The Company appoints Borrower as its agent to receive notices and other communications under this Agreement. Any such notice or communication received by Borrower under this Agreement shall be deemed to have been received by the Company. All such notices to Borrower shall be given in the manner and to the addresses set forth in the Credit Agreement. -12- 13 IN WITNESS WHEREOF, intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first above written. DQSB II, INC. By: \s\ Jordan B. Allen ------------------------------- Name: Jordan B. Allen Title: Senior Vice President Accepted: THE CHASE MANHATTAN BANK, as Agent By: /s/ Lisa D. Benitez ------------------------- Title: Vice President -13- 14 CERTIFICATE OF ACKNOWLEDGMENT STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) Before me, the undersigned, a Notary Public in and for the county aforesaid, on this 26th day of March, 1997, personally appeared Jordan B. Allen to me known personally, and who, being by me duly sworn, deposes and says that he is the Senior Vice President of DQSB II, Inc., and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said Senior Vice President acknowledged said instrument to be the free act and deed of said corporation. /s/ Theresa H. Reed-Adams --------------------------- Notary Public My Commission Expires: 11/22/98 -14- 15 PERFECTION CERTIFICATE DQSB II, Inc., a Delaware corporation, hereby certifies that its chief executive office is in New Orleans, Louisiana. Date: March 26, 1997 DQSB II, INC. \s\ Jordan B. Allen By: ------------------------- Name: Jordan B. Allen Title: Senior Vice President -15- EX-4.(II)(C)(11) 15 ASSUMP AND SUPPLEMENT #1 TO 1ST PREF. SHIP MORT. 1 EXHIBIT 4.(ii)(c)(11) Contract No. MA-13049 ASSUMPTION AND SUPPLEMENT NO. 1 TO FIRST PREFERRED SHIP MORTGAGE BY AND AMONG GREAT AQ STEAMBOAT, L.L.C. AS ASSUMING SHIPOWNER ROBIN STREET WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LOUISIANA 70130-1890 INTEREST ASSUMED 100% GREAT AQ STEAMBOAT CO., ROBIN STREET WHARF 1380 PORT OF NEW ORLEANS PLACE NEW ORLEANS, LOUISIANA 70130-1890 INTEREST CONVEYED 100% AND THE UNITED STATES OF AMERICA REPRESENTED BY THE SECRETARY OF TRANSPORTATION, ACTING BY AND THROUGH THE MARITIME ADMINISTRATOR 400 SEVENTH STREET, S.W. WASHINGTON, D.C. 20590 $58,165,000.00 EFFECTIVE AS OF DECEMBER 31, 1996 AMERICAN QUEEN O.N. 1030765 2 ASSUMPTION AND SUPPLEMENT NO. 1 TO FIRST PREFERRED SHIP MORTGAGE This Assumption and Supplement No. 1 to First Preferred Ship Mortgage ("Supplement No. 1"), relating to the AMERICAN QUEEN, Official No. 1030765 (the "Vessel"), effective as of December 31, 1996, is made by and among Great AQ Steamboat, L.L.C., a Delaware limited liability company, located at Robin Street Wharf, 1380 Port of New Orleans Place, New Orleans, Louisiana 70130-1890 (the "Shipowner"), Great AQ Steamboat Co., Robin Street Wharf, 1380 Port of New Orleans Place, New Orleans, Louisiana 70130-1890 (the "Assignor"), to the United States of America, represented by the Secretary Transportation, acting by and through the Maritime Administrator, 400 Seventh Street, S.W., Washington, D.C. 20590 (the "Secretary" or "Mortgagee"). WITNESSETH: WHEREAS, on August 24, 1995, the Assignor, executed and delivered a First Preferred Ship Mortgage to the Mortgagee (the "Mortgage"), pursuant to which the Original Shipowner mortgaged to the Mortgagee the Vessel listed in said Mortgage as security for, among other things, payment of the principal of and interest on the United States Government Guaranteed Ship Financing Obligations, consisting of 2005 Notes and 2020 Bonds (the "Obligations") issued by the Assignor under the Indenture and to secure the payment of the principal of and interest on the promissory note issued by the Assignor and delivered to the Secretary originally on August 24, 1995 (the "Secretary's Note"), pursuant to the terms and provisions of the Security Agreement dated August 24, 1995, Contract No. MA-13048 (the "Security Agreement"); said Mortgage having been recorded on August 24, 1995 in the Office of the United States Coast Guard National Vessel Documentation Center, Falling Waters, West Virginia in Book NVDC 95-1, Page 179 at 3:05 p.m.; and WHEREAS simultaneously with the delivery hereof, as a result of the merger of the Assignor into the Shipowner and pursuant to operation of law, the Assignor is transferring its assets, including its interest in the Vessel to the Shipowner subject to the Mortgage, and the Shipowner is assuming all of the covenants, promises, stipulations and agreements of the Assignor as stated in the Mortgage; and WHEREAS, the Shipowner and the Mortgagee have executed and delivered the Modification and Assumption Agreement (the "Agreement"), the form of which is attached hereto as Exhibit A, which, among other things, constitutes an assumption of the Security Agreement; and WHEREAS, pursuant to Endorsement No. 1 to the Secretary's Note, the form of which is attached hereto as Exhibit B, the Shipowner has assumed the Secretary's Note 2 3 and obligations set forth therein, and has modified the method for calculation of interest on the 2005 Notes; and WHEREAS, the calculation of interest set forth in the Secretary's Note, an exhibit to and a part of the Mortgage, has changed, and the Secretary has required the Mortgage to be Supplemented in order to attach an Addendum to the Secretary's Note (the "Addendum") which reflects the revised method of calculating interest, a form of which is attached hereto as Exhibit C; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and as security for the Guarantees and in order to secure the payment of the above-mentioned interest on and principal of the Secretary's Note and all other sums that may be secured by the Mortgage and the Security Agreement, and to secure the due performance and observance of all agreements and covenants in the Mortgage and Secretary's Note and herein contained, the Shipowner hereby acknowledges and confirms that it has assumed and shall be fully liable on a joint and several or solidary basis for all obligations of the Assignor under the Mortgage and the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over, and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over, unto the Mortgagee, the whole of the Vessel listed in the Recitals of this Mortgage duly documented in the name of the Shipowner under the laws of the United States, having its home port at the port of New Orleans, Louisiana, together with all its engines, boilers, machinery, masts, boats, anchors, cables, chains, rigging, tackle, apparel, furniture, capstans, outfit, tools, pumps, pumping and other equipment and all other appurtenances thereto now or at any time hereafter appertaining or belonging to and whether on board or not on board and also any and all additions, improvements and replacements hereafter made in or to the Vessel or in and to their equipment and appurtenances as aforesaid, and the parties hereto further agree as follows: SECTION 1. The Mortgagee hereby consents to the transfer of the Vessel and all appurtenances thereto by the Assignor to the Shipowner, subject, however, to the maintenance thereon of the lien of the Mortgage with first priority and upon the due performance of the terms and conditions of this Assumption. SECTION 2. For all purposes, including U.S. Coast Guard record keeping, the Shipowner shall be the owner of record of the Vessel and the Shipowner agrees the Vessel shall be redocumented in its name as owner thereof on the date hereof with her home port at New Orleans, Louisiana. SECTION 3. The Shipowner hereby covenants promises and agrees (i) to pay the unpaid principal of and interest on the Secretary's Note when the same may be due and payable in accordance with and subject to the terms of the Security Agreement, the Mortgage, and the Secretary's Note, and all other sums which may be secured by the Mortgage, as assumed by this Supplement No. 1 and the Security Agreement, and (ii) to observe each and every covenant, agreement and condition of the Mortgage which by the terms thereof are to be performed or observed by the Shipowner thereunder. SECTION 4. The Mortgagee releases and discharges the Assignor from each and every obligation to be performed by the Mortgagor under the Mortgage. 3 4 SECTION 5. Assignor agrees that at any time and from time to time, upon written request of the Shipowner, Assignor will promptly and duly execute any and all such further action as the Shipowner may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted. SECTION 6. The provisions of the Addendum, annexed hereto as Exhibit C are incorporated herein by reference and a true copy of the form of the Addendum is annexed hereto. SECTION 7. For the purposes of 46 U.S.C. 31321(b)(3), the amount of the direct or contingent obligations that are or may be secured by the Mortgage, excluding interest, expenses and fees is the total amount of Fifty Eight Million One Hundred and Sixty Five Thousand Dollars ($58,165,000.00) and the total amount of the Secretary's Note on the date hereof is Fifty Eight Million One Hundred and Sixty Five Thousand Dollars ($58,165,000.00) and, therefore, the total amount of the Mortgage as assumed by this Supplement No. 1 is $58,165,000.00 and interest (and premium, if any) and performance of mortgage covenants. The date of maturity, June 2, 2020, remains unchanged and the discharge amount is the same as the reduced total amount. The interest of the Shipowner in the Vessel is 100%. The interest mortgaged with respect to the Vessel is 100%. Nothing herein shall constitute a novation, release, termination or reissuance of the Mortgage, or a novation of the indebtedness evidenced by the Secretary's Note. SECTION 8. All of the covenants and agreements on the part of the Shipowner which are set forth in, and all the rights, privileges, powers and immunities of the Mortgagee which are provided for in, the Mortgage and the Security Agreement attached hereto are incorporated herein and shall apply to the Shipowner with the same force and effect as though set forth at length in this Supplement No. 1. Terms used herein and not otherwise defined herein are used as defined in Schedule X attached to the Security Agreement. SECTION 9. The execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement and to effect the assumption of the Mortgage provided herein and to continue the Mortgage, as assumed by this instrument, as a valid, binding and legal first preferred ship mortgage for the security of the Secretary's Note, have been duly performed and complied with; SECTION 10. The Mortgage is in all respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect except as specifically amended hereby. IN WITNESS WHEREOF, this instrument has been executed on the date below 4 5 indicated and is effective as of the day and year first above written. ASSIGNOR: GREAT AQ STEAMBOAT CO., a Delaware corporation By: Great AQ Steamboat, L.L.C., a Delaware limited liability company, successor by merger to Great AQ Steamboat Co. By: The Delta Queen Steamboat Co., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen --------------------------------- Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen --------------------------------- Name: Jordan B. Allen Title: Senior Vice President Date: March 25, 1997 SHIPOWNER: GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company By: The Delta Queen Steamboat Co., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen --------------------------------- Name: Jordan B. Allen Title: Senior Vice President Date: March 25, 1997 5 6 By: DQSB II, Inc., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen ------------------------------------ Name: Jordan B. Allen Title: Senior Vice President Date: March 25, 1997 UNITED STATES OF AMERICA SECRETARY OF TRANSPORTATION By: Maritime Administrator, as Mortgagee By: /S/ Joel C. Richard -------------------------------- Secretary Maritime Administrator Date: March 26, 1997 ATTEST: /S/ Patricia E. Byrne - ------------------------------- Assistant Secretary Maritime Administation 6 7 ACKNOWLEDGMENTS STATE OF ILLINOIS) ) SS.: COUNTY OF COOK ) On this 25th day of March, 1997, before me personally appeared Jordan B. Allen, known to me to be the person whose name is subscribed to the foregoing instrument and who, being by me duly sworn, did depose and say that he is Senior Vice President of The Delta Queen Steamboat Co. and DQSB II, Inc., the Managing Members of GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company, successor by merger and operation of law to Great AQ Steamboat Co., a Delaware corporation, and acknowledged to me that he executed the same on behalf of said companies for the purposes and consideration therein expressed and as the free and voluntary act and deed of himself and said companies. /S/ Andria Sheldon (SEAL) -------------------------- Notary Public My commission expires: 4/28/00 STATE OF ILLINOIS) ) SS.: COUNTY OF COOK ) On this 25th day of March, 1997, before me personally appeared Jordan B. Allen, known to me to be the person whose name is subscribed to the foregoing instrument and who, being by me duly sworn, did depose and say that he is Senior Vice President of The Delta Queen Steamboat Co. and DQSB II, Inc., the Managing Members of GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company, and acknowledged to me that he executed the same on behalf of said companies for the purposes and consideration therein expressed and as the free and voluntary act and deed of himself and said companies. /S/ Andria Sheldon (SEAL) --------------------------- Notary Public My commission expires: 4/28/00 7 8 DISTRICT OF COLUMBIA ) ) SS.: CITY OF WASHINGTON ) I, the undersigned, a Notary Public in and for the District of Columbia, do hereby certify that Joel C. Richard, Maritime Administration, the United States of America, personally appeared before me in said District, the aforesaid officer being personally well known to me as the person who executed the Assumption and Supplement No. 1 to First Preferred Ship Mortgage hereto annexed and acknowledged the same to be his free act and deed as said officer on behalf of the United States of America. GIVEN under my hand and seal this 26th day of March, 1997. /S/ Melinda M. Allen --------------------------- Notary Public (Notorial Stamp and Seal) My Commission Expires: 6/14/01 8 EX-4.(II)(C)(12) 16 MODIFICATION AND ASSUMPTION AGREEMENT 1 EXHIBIT 4.(ii)(c)(12) MODIFICATION AND ASSUMPTION AGREEMENT This MODIFICATION AND ASSUMPTION AGREEMENT ("Agreement") is entered into March 25, 1997, effective as of December 31, 1996, among the following parties (collectively, the "Parties"): (i) THE UNITED STATES OF AMERICA ("United States"), represented by the Secretary of Transportation, acting by and through the Maritime Administrator ("Secretary"); (ii) Great AQ Steamboat, L.L.C. (the "Successor Shipowner"), which is the successor, by merger with Great AQ Steamboat Co. (the "Original Shipowner"), at 11:59 p.m. on December 31, 1996, (the Successor Shipowner, after such merger being hereinafter referred to as the "Shipowner"); (iii) The Bank of New York (the "Indenture Trustee"), appointed as Indenture Trustee pursuant to the Trust Indenture (as hereinafter defined). WITNESSETH: WHEREAS, on August 24, 1995, Original Shipowner issued obligations known as United States Government Guaranteed Ship Financing Obligations, American Queen Series (the "Obligations"), in the original aggregate principal amount of $60,589,000.00 (the "Guarantee Transaction"); and WHEREAS, the Original Shipowner and the Successor Shipowner agreed to merge, with the Successor Shipowner as the surviving entity (the "Merger"), and, as such, the Shipowner wishes to amend the documents in the Guarantee Transaction as necessary to reflect the Merger. NOW, THEREFORE, in consideration of the mutual rights and obligations set forth herein and of other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties hereby agree as follows: ARTICLE 1 DEFINITIONS Section 1.01. Certain Definitions. As used herein, each of the following defined terms shall have the respective meaning set forth opposite such term: (a) "Authorization Agreement" shall mean the Authorization Agreement dated August 24, 1995 (Contract No. MA-13047), between the Secretary and the Indenture Trustee, as modified and/or supplemented to date; (b) "Depository Agreement" shall mean the Depository Agreement dated August 24, 1995 (Contract No. MA-13051), among Shipowner, the Secretary and the Indenture Trustee, as modified and supplemented to date; 2 (c) "First Mortgage" shall mean that certain First Preferred Ship Mortgage (Contract No. MA-13049) dated as of August 24, 1995, from the Original Shipowner to the Secretary and covering the AMERICAN QUEEN (Official No. 1030765), as recorded with the United States Coast Guard National Vessel Documentation Center in Preferred Mortgage Book No. NVDC 95-1, Instrument No. 179 on August 24, 1995, at 3:05 p.m.; (d) "Reserve Fund Agreement" shall mean the Title XI Reserve Fund and Financial Agreement dated as of August 24, 1995, between the Shipowner and the Secretary (Contract No. MA-13050), including without limitation the General Provisions incorporated therein; (e) "Secretary's Note" shall mean the Secretary's Note dated August 24, 1995, pursuant to the Security Agreement (as hereinafter defined) from the Original Shipowner to the Secretary, as endorsed by the Shipowner to date; (f) "Security Agreement" shall mean the Security Agreement dated August 24, 1995 (Contract No. MA-13048), between the Shipowner and the United States of America, as amended and/or supplemented to date; and (g) "Trust Indenture" shall mean the Trust Indenture dated August 24, 1995, between the Shipowner and Indenture Trustee, including without limitation the General Provisions incorporated therein, all as amended and/or supplemented to date. ARTICLE 2 SUPPLEMENTAL INDENTURE AND MODIFICATION OF DOCUMENTS Section 2.01. Modification of Documents. Each of the Parties hereby agrees that each of the following documents (collectively, the "Documents") is modified as set forth herein, effective as of December 31, 1996 (the "Effective Date") (or, if such Party is not a party to the document in question, consents to the modification of such document by the parties thereto): (i) the Trust Indenture; (ii) the Authorization Agreement; (iii) the Security Agreement; (iv) the Reserve Fund Agreement; and (v) the Depository Agreement. Without limiting the foregoing, the Shipowner shall also execute and deliver: (A) the endorsement to the Notes and Bonds as set forth in Section 2.02(b) below (as in the form of Exhibit A to this Agreement); (B) Endorsement to Secretary's Note (in the form of Exhibit B to this Agreement); and 2 3 (C) Supplement No. 1 to the Mortgage (in the form of Exhibit C to this Agreement). Section 2.02(a). Substitution of Great AQ Steamboat, L.L.C. for Great AQ Steamboat Co. The parties hereto agree that wherever Great AQ Steamboat Co. appears in any of the Documents Great AQ Steamboat, L.L.C. shall be substituted in lieu thereof unless the context otherwise so requires. (b) Supplemental Indenture. This Agreement shall also be deemed to be a supplement to the Indenture (this "Supplemental Indenture"). Effective as of December 31, 1996, (i) the Shipowner assumes payment of principal of and interest (and premium, if any) on the Outstanding Obligations issued under the Indenture in accordance with the terms of the Obligations and of the Indenture; (ii) the Shipowner assumes the performance of the agreements of the Original Shipowner in the Indenture; and (iii) the Original Shipowner is hereby released from any and all obligations under the Indenture. The Shipowner may exercise every right and power of the Original Shipowner with the same effect as if the Shipowner had been named as the Original Shipowner. Nothing herein shall adversely affect the Indenture Trustee's own rights, duties or immunities under the Indenture. (c) The Obligations. The Obligations, of which $21,812,000.00 aggregate principal amount of Floating Rate Notes due August 24, 2005 (the "Notes") are Outstanding on the date hereof and $36,353,000.00 aggregate principal amount of 7.68% Sinking Fund Bonds due June 2, 2020 (the "Bonds") are Outstanding on the date hereof, shall each, together with any obligation issued in replacement of any of such Notes or Bonds, be endorsed by the Indenture Trustee with the following: "Great AQ Steamboat, L.L.C., a Delaware limited liability company, is successor in interest to Great AQ Steamboat Co. Great AQ Steamboat, L.L.C., effective December 31, 1996, assumed all of the rights, duties and obligations of Great AQ Steamboat Co. relating to this 2020 Bond (or 2005 Note, as applicable)." (d) The Authorization Agreement. Consistent with the provisions contained in this Agreement, the Authorization Agreement is hereby amended to reflect the succession of the Shipowner to the Original Shipowner. (e) The Security Agreement. (i) Section 2.16 of the Security Agreement shall be restated in its entirety to read as follows: " (a) If the Shipowner is organized as a general partnership, limited liability company or a joint venture, then for so long as there is Outstanding any indebtedness to the United States of America pursuant to Title XI of the Merchant Marine Act, 1936, as amended, the partnership agreement, the limited liability company agreement, or agreement constituting a joint venture, shall not be amended, modified, or voluntarily terminated without the prior written consent of the Secretary; 3 4 (b) in each event where any action by the LLC, any Member, or the management of the LLC, results in dissolution of the LLC pursuant to the LLC Agreement or governing law, each Member shall forthwith take all steps necessary to reform and re-establish the LLC."; (c) All existing and future Members of the Shipowner as a limited liability company, are required to enter into an agreement with the Secretary, in form and substance satisfactory to the Secretary, whereby each Member agrees (i) that any amounts owed by the Shipowner to a Member in respect of its Interest (as that or the equivalent term is used in the LLC Agreement) shall be paid only to the extent such payment is permitted under Title XI Reserve Fund and Financial Agreement; (ii) that in the event of default by the Shipowner under the Security Agreement, the Member shall be subordinated in its rights to receive any distribution; (iii) to subordinate any rights to payments other than distributions, under any agreements with the Shipowner other than the LLC Agreement (including agreements of indemnification) to the Secretary's full recovery of any and all amounts owed under the Secretary's Note and the Mortgage." (ii) Section 6.01(b) of the Security Agreement is hereby amended by adding the following: "(10) Modification, amendment or termination of the Amended and Restated Limited Liability Company Agreement dated as of January 2, 1997, without the prior written consent of the Secretary. (11) Any failure by the Members to immediately reform the LLC in the event of dissolution of the LLC pursuant to the LLC Agreement or governing law." Section 2.03. Ratification. Except as modified pursuant to Section 2.02 hereof, each of the Documents is ratified and confirmed and shall be, and remain, in full force and effect. ARTICLE 3 ASSUMPTION Section 3.01. Assumption. As of the Effective Date, pursuant to the Merger, the Shipowner assumes all of the Original Shipowner's rights, privileges, duties and obligations set forth in the Documents, as amended through the date hereof, including the payment of principal of (and premiums, if any) and interest on the Outstanding Obligations in accordance with the terms of the Obligations. Section 3.02. Secretary's Consent. Effective as of the date set forth above, the Secretary consents to the Supplemental Indenture and the modification of the Documents as set forth in Article 2, and to the assumption by the Shipowner as set forth above. The Secretary further approves the form of the endorsement to the Notes and Bonds attached hereto as Exhibit A, to the form of the Endorsement to the Secretary's 4 5 Note, attached hereto as Exhibit B, and to the form of Supplement No. 1 to the Mortgage, attached hereto as Exhibit C. Section 3.03. Definitions. Terms used but undefined herein shall have the meanings ascribed to them in Schedule X to the Security Agreement. ARTICLE 4 MISCELLANEOUS Section 4.01. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and assigns. Section 4.02. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Section 4.03. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 4.04. No Waiver; Cumulative Remedies. No Party to this Agreement shall, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid unless in writing, signed by all the Parties, and then only to the extent therein set forth. A waiver by any Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Party would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of such Party, any right, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. Section 4.05. Amendments. None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by each of the Parties. Section 4.06. Governing Law. This Agreement is made under, and shall be construed in accordance with, the laws of the United States and the laws of the State of Louisiana. Section 4.07. Consent to Jurisdiction. Shipowner consents to the jurisdiction of the courts and service of process in federal district court for the Eastern District of Louisiana. Section 4.08. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts, when so executed, shall for all purposes be 5 6 deemed to be an original and all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Modification and Assumption Agreement has been duly executed by the Parties and is effective as of the day and year first above written, as evidenced by their authorized signatures set forth below. GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company By: The Delta Queen Steamboat Co., a Managing Member By: /S/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen -------------------------------- Name: Jordan B. Allen Title: Senior Vice President GREAT AQ STEAMBOAT, CO., a Delaware corporation By: Great AQ Steamboat, L.L.C., a Delaware limited liability company, successor by merger to Great AQ Steamboat Co. By: The Delta Queen Steamboat Co., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen ----------------------------- Name: Jordan B. Allen Title: Senior Vice President 6 7 By: DQSB II, Inc., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen ------------------------------ Name: Jordan B. Allen Title: Senior Vice President UNITED STATES OF AMERICA represented by the SECRETARY OF TRANSPORTATION acting by and through the MARITIME ADMINISTRATOR By: /S/ Joel C. Richard -------------------------------- Secretary Maritime Administrator ATTEST: /S/ Patricia E. Byrne - -------------------------- Assistant Secretary Maritime Administation THE BANK OF NEW YORK By: /S/ Mary Lagumina ------------------------------- Indenture Trustee 7 8 ACKNOWLEDGMENTS STATE OF ILLINOIS ) ) SS.: COUNTY OF COOK ) On this 25th day of March, 1997, before me personally appeared Jordan B. Allen, known to me to be the person whose name is subscribed to the foregoing instrument and who, being by me duly sworn, did depose and say that he is Senior Vice President of The Delta Queen Steamboat Co. and DQSB II, Inc., the Managing Members of GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company, and acknowledged to me that he executed the same on behalf of said companies for the purposes and consideration therein expressed and as the free and voluntary act and deed of himself and said companies. /S/ Andria Sheldon (SEAL) ------------------------------- Notary Public My commission expires: 4/28/00 STATE OF ILLINOIS ) ) SS.: COUNTY OF COOK ) On this 25th day of March, 1997, before me personally appeared Jordan B. Allen, known to me to be the person whose name is subscribed to the foregoing instrument and who, being by me duly sworn, did depose and say that he is Senior Vice President of The Delta Queen Steamboat Co. and DQSB II, Inc., the Managing Members of GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company, successor by merger and operation of law to Great AQ Steamboat Co., a Delaware corporation, and acknowledged to me that he executed the same on behalf of said companies for the purposes and consideration therein expressed and as the free and voluntary act and deed of himself and said companies. /S/ Andria Sheldon (SEAL) ------------------------------- Notary Public My commission expires: 4/28/00 8 9 STATE OF NEW YORK ) ) SS.: CITY OF NEW YORK ) I, the undersigned, a Notary Public in and for the State of New York, do hereby certify that Mary Lagumina, on this 25th day of March, 1997, personally appeared before me an Assistant Vice President of The Bank of New York, the aforesaid officer being personally well known to me as the person who executed the foregoing instrument hereto annexed and acknowledged the same to be her free act and deed as said officer on behalf of The Bank of New York. GIVEN under my hand and seal this __________ day of ________, 1997. William J. Cassels -------------------------- Notary Public (Notorial Stamp and Seal) My Commission Expires: 5/16/98 9 10 EXHIBIT A Great AQ Steamboat, L.L.C., a Delaware limited liability company, is successor in interest to Great AQ Steamboat Co. Great AQ Steamboat, L.L.C., effective December 31, 1996, assumed all of the rights, duties and obligations of Great AQ Steamboat Co. relating to this 2020 Bond. Great AQ Steamboat, L.L.C., a Delaware limited liability company, is successor in interest to Great AQ Steamboat Co. Great AQ Steamboat, L.L.C., effective December 31, 1996, assumed all of the rights, duties and obligations of Great AQ Steamboat Co. relating to this or 2005 Note. 10 EX-4.(II)(C)(13) 17 CONFIRMATION OF GUARANTY AGREEMENT 1 EXHIBIT 4.(ii)(c)(13) CONFIRMATION OF GUARANTY AGREEMENT This Confirmation of Guaranty Agreement, effective as of December 31, 1996, is made by The Delta Queen Steamboat Co., a corporation organized and existing under the laws of the State of Delaware (the "Guarantor"), in favor of the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administration (the "Secretary"). WHEREAS, on August 24, 1995, the Guarantor executed a Guaranty Agreement (the "Guaranty Agreement") in favor of the Secretary, relating to the guarantee of the due and punctual payment of United States Government Guaranteed Ship Financing Obligations, American Queen Series, made up of the 2005 Notes and the 2020 Bonds (the "Obligations") in the amount of $60,589,000.00, of which $58,165,000.00 are Outstanding on the date hereof, issued by Great AQ Steamboat Co., a Delaware corporation (the "Original Shipowner"), pursuant to the Secretary's Note. WHEREAS, effective as of December 31, 1996, the Original Shipowner merged (the "Merger") into Great AQ Steamboat, L.L.C., a Delaware limited liability company (the "LLC") with the LLC being the successor entity, assuming all of the rights, duties and obligations of the Original Shipowner, including the Obligations and the Secretary's Note. WHEREAS, effective December 31, 1996, the LLC has endorsed the Secretary's Note in order to, inter alia, correct an error in the manner of calculating interest applicable to the 2005 Notes. WHEREAS, the Secretary has required this Confirmation of Guaranty Agreement from Guarantor as an integral part of the consideration offered by or on behalf of the LLC and the Original Shipowner as a condition of the Secretary's consent to the Merger. NOW THEREFORE, in consideration of the foregoing premises and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby acknowledges that the LLC has endorsed the Secretary's Note for the purposes of correcting the method for calculation of interest on the 2005 Notes and of assuming payment of the Obligations, and the Guarantor consents to such endorsement and confirms each and every term and obligation of the Guaranty Agreement and further confirms that it is absolutely, irrevocably and unconditionally bound by the Guaranty Agreement subsequent to the Merger as if the LLC had been an original party to the Secretary's Note, and as if the interest calculation applicable to the 2005 Notes had been correct. Unless otherwise specifically defined herein, the capitalized terms used but undefined herein shall have the respective meanings ascribed to them in Schedule X to the Security Agreement dated August 24, 1995, between the Original Shipowner and the Secretary, as the same is amended through the date hereof. 2 IN WITNESS WHEREOF, this Confirmation of Guaranty Agreement has been executed on March 25, 1997, effective as of the day and year first above first written. THE DELTA QUEEN STEAMBOAT CO., a Delaware corporation By: /s/ Jordan B. Allen ------------------------------- Vice President 2 EX-4.(II)(C)(14) 18 ENDORSEMENT NO.1 TO SECRETARY'S NOTE 1 EXHIBIT 4.(ii)(c)(14) ENDORSEMENT NO. 1 TO SECRETARY'S NOTE FROM GREAT AQ STEAMBOAT, L.L.C. TO THE UNITED STATES OF AMERICA FOR VALUE RECEIVED, Great AQ Steamboat, L.L.C., a Delaware limited liability company (the "Shipowner"), does hereby assume and promise to pay to the Secretary, principal of, and interest (and premium, if any) on that certain Secretary's Note (the "Note"), relating to United States Government Guaranteed Ship Financing Obligations, American Queen Series, dated August 24, 1995, as amended or endorsed through the date hereof in the original principal amount of $60,589,000.00 Wherever in the Note "Shipowner" appears, it shall be deemed to mean and refer to Great AQ Steamboat, L.L.C., a Delaware limited liability corporation. The Secretary and the Shipowner agree that the principal of the Note outstanding on the date hereof is $58,165,000.00, consisting of $21,812,000.00 relating to the 2005 Notes and $36,353,000.00 relating to the 2020 Bonds and that the interest on each is calculated as set forth in the Addendum attached hereto which is made a part hereof by reference. All terms and provisions of the Note shall remain unchanged and in full force and effect except as specifically amended hereby. Terms used herein and not otherwise defined shall have the definitions set forth in Schedule X to the Security Agreement dated August 24, 1995, between the Secretary and Great AQ Steamboat Co., as amended on the date hereof by the Modification, Assignment and Assumption Agreement between and among the Secretary, the Original Shipowner and the Shipowner. IN WITNESS WHEREOF, the Shipowner has assumed this Endorsement to be duly executed on March 25, 1997, effective as of December 31, 1996. GREAT AQ STEAMBOAT, L.L.C. By: See signature page attached hereto ------------------------------------ Vice President 2 SIGNATURE PAGE GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company By: The Delta Queen Steamboat Co., a Delaware corporation, a Managing Member /S/ Jordan B. Allen By: ------------------------------ Name: Jordan B. Allen Title: Senior Vice President By: DQSB II, Inc., a Delaware corporation, a Managing Member By: /S/ Jordan B. Allen ------------------------------------- Name: Jordan B. Allen Title: Senior Vice President 3 ADDENDUM TO THE SECRETARY'S NOTE Interest on this Secretary's Note shall be payable from August 24, 1995, semi-annually on February 24 and August 24 of each year, commencing February 24, 1996, until the principal sum has been paid at the following rates: 1. With respect to principal relating to the 2005 Notes, said amounts shall bear interest at a floating rate equal to 0.25% plus the six (6) month London Interbank Borrowing Rate ("LIBOR"), calculated on the basis of the actual number of days for which interest is payable divided by 360 from the interest payment date referred to above next preceding the date of this Secretary's Note to which interest on the 2005 Notes has been paid (unless the date hereof is the date to which interest on the 2005 Notes has been paid, in which case from the date of this Secretary's Note), or if no interest has been paid on the 2005 Notes since the date of the Secretary's Note, from such date, until payment of said principal sum has been made or duly provided for, and at the same rate per annum on any overdue principal; if all or a portion of any principal or interest due on this Secretary's Note is not paid by the Shipowner when due, such overdue amount shall bear interest at the rate per annum that otherwise would be applicable pursuant to the following paragraph (for Reset Periods, as hereinafter defined, of six (6) months), notwithstanding any other provision of this Secretary's Note, in no event shall the interest rate of this Secretary's Note, with respect to amounts Outstanding relating to the 2005 Notes, whether pre-default or post-default, exceed 12.55% per annum. The floating interest rate is calculated as follows: Two Business Days prior to the commencement of each Reset Period, as such term is defined below ("Interest Reset Date"), the Indenture Trustee will determine LIBOR for such Reset Period on the basis of the offered rates for deposits in United States dollars having a maturity of six (6) months (and, if so categorized, in a principal amount comparable to the amount scheduled to be Outstanding under the 2005 Notes [having the same Reset Period] during such Reset Period) which appear on the Reuters Screen LIBO page as of 11:00 a.m., London time. If at least two such offered rates appear on the Reuters Screen LIBO page, LIBOR for such Reset Period shall be the arithmetic average (rounded upwards, if necessary to the nearest 1/100 of 1%) of such offered rates on the applicable Interest Reset Date, as determined by the Indentured Trustee. If fewer than two offered rates appear, LIBOR for such Reset Period shall be the arithmetic average (rounded upwards if necessary, to the nearest 1/100 of 1%) of the rates quoted at approximately 11:00 a.m., New York time, on such Interest Reset Date by three major banks in New York City selected by the Indenture Trustee as the rates at which such banks offer deposits in United States dollars to leading banks in the interbank eurodollar market for delivery on the first day of such Reset Period, having a maturity of six (6) months and in a principal amount comparable to the amount scheduled to be Outstanding under the 2005 Notes (having the same Reset Period) during such Reset Period; provided, however, that if the banks in New York City selected by the Indenture Trustee are not quoting rates as mentioned herein, LIBOR for such Reset Period shall be the single rate appearing on the Reuters Screen LIBO Page in effect on such Interest Reset Date, or, if no such rate appears, LIBOR for such Reset Period shall be as determined on the previous Interest Reset Date. For the purpose of calculation of the 4 LIBOR rate, the term "Reset Period" will mean (i) initially, the period from and including the date of this Secretary's Note and ending on but excluding the twenty-fourth (24th) day of February, 1996 and (ii) thereafter, each successive period beginning on the last day of the next preceding Reset Period and ending on but excluding the twenty-fourth (24th) day of the next succeeding sixth calendar month, provided, however, if any Reset Period would otherwise end on a day which is not a Business Day, such Reset Period will be extended to the next succeeding Business Day; and provided, further, with respect to overdue amounts of principal and interest on the 2005 Notes, the Reset Period will also be provided herein. 2. With respect to principal relating to the 2020 Bonds, this Secretary's Note shall bear interest at the rate of 7.68%. EX-4.(II)(C)(15) 19 SUBORDINATION AGREEMENT 1 EXHIBIT 4.(ii)(c)(15) SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT, DATED AS OF MARCH 25, 1997 (THE "SUBORDINATION AGREEMENT"), IS MADE BY AND AMONG GREAT AQ STEAMBOAT, LLC (THE "DEBTOR"), THE DELTA QUEEN STEAMBOAT CO., A DELAWARE CORPORATION, ITS SUCCESSORS AND ASSIGNS ('DQSB"), AND DQSB II, INC., A DELAWARE CORPORATION, ITS SUCCESSORS AND ASSIGNS (TOGETHER WITH DQSB, THE "SUBORDINATED CREDITORS"), AND THE UNITED STATES OF AMERICA, REPRESENTED BY THE SECRETARY OF TRANSPORTATION, ACTING BY AND THROUGH THE MARITIME ADMINISTRATOR (THE "SECRETARY" OR THE "SENIOR CREDITOR", AND TOGETHER WITH THE DEBTOR AND THE SUBORDINATED CREDITORS, THE "PARTIES"). W I T N E S S E T H: WHEREAS, the Debtor is successor to Great AQ Steamboat Co. ("Great AQ"), the latter of which issued certain Obligations in August 1995, which were guaranteed by the Secretary pursuant to Title XI of the Merchant Marine Act, 1936 (the "Guarantee"); WHEREAS, in connection with the Guarantee, Great AQ executed that certain promissory note in favor of the Secretary, as obligee, in the amount of the Bonds (the "Secretary's Note"), and, pursuant to Endorsement No. 1 to Secretary's Note, dated as of the date hereof, the Debtor has assumed payment of the Secretary's Note; WHEREAS, the Subordinated Creditors are entitled to payment of certain amounts by the Debtor (the "Distributions") under the terms of the Debtor's LLC agreement (sometimes hereinafter referred to as the "LLC Agreement" or the "Subordinated Documents"); WHEREAS, the Debtor has entered into and assumed that certain Security Agreement, Contract No. MA-13048 (the "Security Agreement"), dated the date hereof, with the Secretary in connection with the Guarantee; and WHEREAS, the Debtor has agreed in the Security Agreement to make no Distributions to its Members except in certain circumstances, and, in consideration of the Secretary's consent to the restructuring of, and assumption of the Obligations by the Debtor, and in order to induce the Secretary to continue the Guarantee of the Obligations as so assumed, the Debtor and the Subordinated Creditors wish to conform the provisions of the LLC Agreement with the terms of the Title XI Reserve Fund and Financial Agreement (the "RFFA"), and, inter alia, to subordinate payment due the Subordinated Creditors under the LLC Agreement to payment of the Secretary's Note, 2 NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. DEFINITIONS. For purposes of this Subordination Agreement, capitalized terms used but undefined herein shall have the meanings ascribed to them in Schedule X to the Security Agreement, and the following terms shall have the following meanings: "Senior Debt" means all amounts and other obligations (including, without limitation, all principal, interest, fees, expenses and indemnities) now or hereafter owing from the Debtor, its successors and assigns, to the Senior Creditor, its successors and assigns, including, without limitation, all amounts owing under the Secretary's Note, or any promissory notes, security agreements, guaranties or other documents or instruments related thereto whenever executed. "Senior Liens" means all liens, mortgages, security interests and/or other incumbrances of any nature or type, now or hereafter securing, in whole or in part, any of the Senior Debt. "Senior Loan Documents" means any agreements, documents, or instruments now or hereafter evidencing or securing all or any portion of the Senior Debt, including, without limitation, the Secretary's Note. "Subordinated Debt" means all amounts and other obligations (including, without limitation, all principal, interest, fees, expenses and indemnities) now or hereafter owing from the Debtor, its successors and assigns, to the Subordinated Creditors, their successors or assigns, under the LLC Agreement. "Subordinated Loan Documents" means any agreements, documents, or instruments now or hereafter evidencing or securing all or any portion of the Subordinated Debt, including without limitation, the LLC Agreement. 2. CONSENT OF SUBORDINATED CREDITORS. Notwithstanding any of the terms of the Subordinated Loan Documents, each Subordinated Creditors do hereby subordinate the Debtor's payment of any Distribution to which it is entitled under the Subordinated Loan Documents to the Debtor's payment of all amounts due under the Senior Loan Documents; provided, however, that the Debtor may pay a Distribution as set forth herein. 3. SUBORDINATION OF SUBORDINATED DEBT. So long as no default, or event which with notice or the passage of time or both would constitute a default, has occurred or is continuing under or with respect to the Senior Loan Documents or the Subordinated Loan Documents, the Debtor may repay the Subordinated Debt only to the extent the Debtor is permitted to pay dividends under the terms of the RFFA; 3 provided, however, that in no event shall the sum of the payment of the Subordinated Debt or the Subordinated Notes plus the payment of dividends exceed the amount specified in Section 13(c)(1) of the RFFA. 4. SUBORDINATED CREDITORS AND LIENS. Subordinated Creditors hereby agree that so long as the Senior Debt remains outstanding, the Subordinated Debt shall not be secured by any liens, security interests, mortgages, hypothecations, or any other type of incumbrance whatsoever. 5. DISTRIBUTIONS UPON DEBTOR INSOLVENCY. (a) Upon (i) any distribution of assets of Debtor in connection with any dissolution, winding up or liquidation of the Debtor (whether in bankruptcy, insolvency, or receivership proceedings, upon an assignment for the benefit of creditors or otherwise), (ii) any other marshaling of the assets and liabilities of the Debtor, or (iii) the reorganization of the Debtor (the events in clauses (i), (ii) and (iii) above hereinafter collectively referred to as "Debtor Insolvency"), Senior Creditor will first be entitled to receive payment in full, in accordance with the terms of the Senior Loan Documents, of all sums owing under or in respect of the Senior Debt before Subordinated Creditors shall be entitled to receive from the Debtor any payment owing under the Subordinated Loan Documents or in respect of the Subordinated Debt. (b) Upon default by the Debtor under any of the Senior Debt or Senior Loan Documents, or Debtor Insolvency, Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditors or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to herein, and give acquittance for and to file claims and proofs of claim and to take such other action with respect to the Subordinated Debt as Senior Creditor may deem necessary or advisable for the exercise or enforcement of any of its rights or interests hereunder. (c) To the extent there are any sums owing in respect of the Senior Debt, Subordinated Creditors shall duly and promptly take such action as Senior Creditor may reasonably request (i) to collect the Subordinated Debt for the account of the Senior Creditor and to file appropriate claims or proofs of claim in respect of the Subordinated Debt; (ii) to execute and deliver to Senior Creditor such powers of attorney, assignments or other instruments as Senior Creditor may request in order to enable Senior Creditor to enforce any and all of the Subordinated Creditors' claims with respect to the Subordinated Debt, and (iii) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. 6. PAYMENTS RECEIVED CONTRARY TO THIS AGREEMENT. All payments or distributions upon or with respect to the Subordinated Debt which are received by Subordinated Creditors contrary to the provisions of this Agreement, shall be received in trust for the benefit of Senior Creditor, shall be segregated from other funds and property held by the Subordinated Creditors and shall be forthwith paid to Senior Creditor in the same form as so received (with any necessary endorsement) to be 4 applied to the payment or prepayment of the Senior Debt in accordance with the terms of the Senior Loan Documents. 7. DEFAULT AND ENFORCEMENT OF SUBORDINATED DEBT. In the event of a default with respect to the Senior Debt or the Subordinated Debt, or event which with notice or the passage of time or both would constitute a default, has occurred or is continuing under or with respect to the Senior Debt or the Subordinated Debt, the Debtor shall not repay the Subordinated Debt unless and until the Senior Debt has been paid in full; provided, however, that in the event of a default under the Subordinated Debt, the Subordinated Creditors may seek recourse against the Debtor, but only with the prior written consent of the Secretary, which shall be granted or withheld in his sole discretion. 8. DEFAULT AND NET WORTH OF DEBTOR. In the event and during the continuance of any default by the Debtor or the Subordinated Creditors in the observance or performance of any of the provisions of this Subordination Agreement, the Subordinated Debt shall forthwith cease to be included in New Worth, as defined in the RFFA, without any requirement for notice, demand, or other action by the Secretary. 9. DEBTOR'S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to the Secretary (a) that the factual statements set forth in the recitals herein are true and accurate; and (b) that it has made all Senior Loan Documents available to the Subordinated Creditors. 10. SUBORDINATED CREDITORS' REPRESENTATIONS AND WARRANTIES. The Subordinated Creditor each hereby represents and warrants to the Secretary (a) that the factual statements set forth in the recitals herein are true and accurate; and (b) that it has either reviewed all the Senior Loan Documents or hereby waives such review. 11. SPECIFIC PERFORMANCE. Subordinated Creditors hereby agree that Senior Creditor is hereby authorized to demand specific performance of this Agreement at any time Subordinated Creditors shall have failed to comply with any of the provisions of this Agreement applicable to it. Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. 12. ASSIGNMENTS AND OTHER INSTRUMENTS. Subordinated Creditors agree to execute and deliver to Senior Creditor such assignments or other instruments as may be requested by Senior Creditor to enable it to enforce its rights hereunder, and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all or any of the Subordinated Debt so long as any Senior Debt remains due and unpaid. 13. REFERENCES TO SUBORDINATION. Upon the request of the Secretary, Subordinated Creditors (a) shall cause the Subordinated Loan Documents, and any amendment, renewal or extension thereof, to refer, in form and substance satisfactory to the Secretary, to the fact that the indebtedness evidenced by each such instrument is 5 subordinated to the Senior Debt under this Subordination Agreement; (b) shall further mark its books of accounts in such a manner as shall be effective to give proper notice of the effect of this Agreement; and (c) shall, at any time and from time to time, promptly execute and deliver all additional instruments and documents, and take all further action, as may be necessary or desirable, in the opinion of Senior Creditor, to protect any right or interest granted or purported to be granted by this Agreement and to enable Senior Creditor to exercise and enforce its rights and remedies hereunder. 14. NO LIABILITY FOR ACTIONS BY SENIOR CREDITOR. The parties hereto agree that Senior Creditor shall not be liable for any action or failure to act under or in connection with any of the documents or instruments creating the Senior Liens or the Senior Debt, it being understood that the decision of whether and when to act and the manner of proceeding under such instruments and documents are within the sole discretion of Senior Creditor and shall not be affected in any manner by the existence of the Subordinated Debt and the Subordinated Liens. The parties hereto further agree that such obligations as may be imposed under the documents and instruments creating the Senior Liens or under the Uniform Commercial Code or other applicable laws shall run exclusively to the benefit of the Senior Creditor and may be enforced or waived by the Senior Creditor and not by the Subordianted Creditor. 15. NO DUTY TO INFORM SUBORDINATED CREDITORS. Nothing in this Agreement shall be construed as imposing on Senior Creditor an obligation to inform Subordinated Creditors of any defaults arising under the Senior Loan Documents or to provide Subordinated Creditors with any financial or other information of which Senior Creditor is or becomes aware with respect to the Debtor. Without limiting the generality of the foregoing, Senior Creditor shall not be obligated to provide Subordinated Creditors with a notice that an event of default has occurred under the Senior Loan Documents. 16. RIGHTS OF SUBROGATION. Subordinated Creditors agree that no payment or distribution to Senior Creditor pursuant to the provisions of this Agreement shall entitle Subordinated Creditors to exercise any rights of subrogation in respect thereof until the Senior Debt has been paid in full. 17. NO ASSIGNMENT OF SUBORDINATED DEBT. Subordinated Creditors shall not, without Senior Creditor's prior written consent, sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Debt, and any attempt to do so shall be null and void ab initio. 18. OBLIGATIONS HEREUNDER NOT AFFECTED. All rights and interests of Senior Creditor hereunder, and all agreements and obligations of the Subordinated Creditors hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of the Senior Loan Documents or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Debt, or any other amendment or waiver of or any consent to the departure from the Senior Loan Documents; (c) any exchange, release or nonperfection of any Senior Lien, or any release or amendment or waiver of 6 or consent to departure from any guaranty supporting all or any portion of the Senior Debt; or (d) any other circumstances which might otherwise constitute a defense available to, or a discharge of the Debtor in respect of the Senior Debt or Subordinated Creditors in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must be otherwise returned by Senior Creditor upon Debtor Insolvency, all as though such payment had not been made. 19. WAIVER. Subordinated Creditors and the Debtor hereby waive promptness, diligence, notice of acceptance and any other notice with respect to any of the Senior Debt and this Agreement and any requirement that Senior Creditor protect, secure or insure any security interest or lien or property subject thereto or exhaust any right or take any action against the Debtor or any other person or entity or any collateral. 20. MISCELLANEOUS (a) GOVERNING LAW. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and shall be construed and enforced in accordance with the laws of the District of Columbia. (b) SEVERABILITY. If any of the provisions or terms of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other of the terms hereof, and this agreement shall be construed as if such unenforceable term had never been contained herein. (c) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original Agreement but all of which together shall constitute one and the same instrument. (d) HEADINGS. The descriptive headings herein are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. (e) NOTICES. All notices and other communications provided for in this Agreement shall be in writing or (unless otherwise specified) by telex, telegram or facsimile transmission and shall be mailed (with first class postage prepaid, return receipt requested) or sent or delivered to each party at the address set forth under its name on the signature page hereof, or at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise specified, all such notices and communications if duly given or made shall be effective upon receipt. (f) CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. The Subordinated Creditors hereby irrevocably submit to the jurisdiction of any federal court sitting in the District of Columbia, in any action or proceeding brought to enforce or otherwise arising out of or relating to this Agreement, and irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in any such action or proceeding in such forum and hereby further irrevocably waives any claim that such forum is an inconvenient forum. The Subordinated Creditors agree 7 that a final judgement in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgement or in any manner provided by law. Nothing herein shall impair the right of Senior Creditor or the holder of the Senior Loan Documents to bring any action or proceeding againt Subordinated Creditors or their respective properties in the courts of any other jurisdiction, and Subordinated Creditors irrevocably submit to the nonexclusive jurisdiction of the appropriate courts of the jurisdiction or jurisdictions in which the Subordinated Creditors are incorporated, or sitting in any place or places where property or an office of Subordinated Creditors are located. (g) ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the entire Agreement between the parties hereto and, except as expressely provided herein, shall not be affected by reference to any other documents. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but such may be accomplished only by an instrument in writing signed by the parties hereto. (h) COSTS OF ENFORCEMENT. Subordinated Creditors agree to pay to Senior Creditor any and all costs and expenses, including attorney's fees, incurred by Senior Creditor as a result of Subordinated Creditors' default hereunder and/or in protecting and/or enforcing the rights of Senior Creditor under this Agreement whether or not a lawsuit is commenced. Attorneys' fees, in either case, shall include services rendered at both the trial and appellate levels, as well as services rendered subsequent to judgement and obtaining execution thereon. Costs and expenses, including attorneys' fees, shall be considered as part of the Senior Debt, as that term is used herein. (i) CONTINUING AGREEMENT. This Agreement is solely for the benefit of, and shall be enforceable by the Senior Creditor, and its successors, transferees and assigns, and no other person or persons shall have any right, benefit, priority, or interest under, or because of the existence of, this Agreement. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Senior Debt shall have been paid in full, and (b) be binding on Subordinated Creditors, their respective successors or assigns. Without limiting the generality of the foregoing, Senior Creditor may assign or otherwise transfer any other promissory note held by it evidencing the Senior Debt to any other person or entity, and such other person or entity shall thereupon become vested with all the rights in respect thereof granted to Senior Creditor herein. 8 IN WITNESS WHEREOF, the parties have duly executed or have caused this Agreement to be duly executed by their respective signatories hereunto duly authorized, and have duly caused their seals to be affixed hereto as of the date and year irst above written. THE SUBORDINATED CREDITORS THE DELTA QUEEN STEAMBOAT CO. BY: /s/ Jordan B. Allen -------------------------- Name: Jordan B. Allen Title: Senior Vice President Address: Facsimile No. DQSB II, INC. BY: /s/ Jordan B. Allen -------------------------- Name: Jordan B. Allen Title: Senior Vice President Address: Facsimile No. THE SENIOR CREDITOR UNITED STATES OF AMERICA SECRETARY OF TRANSPORTATION MARITIME ADMINISTRATOR BY: /s/ Joel C. Richard -------------------------- Name: Joel C. Richard Title: Secretary Address: Facsimile No. 9 THE DEBTOR GREAT AQ STEAMBOAT, LLC BY: THE DELTA QUEEN STEAMBOAT CO., A DELAWARE CORPORATION, A MANAGING MEMBER By: /s/ Jordan B. Allen ------------------------- Name: Title: Address: Facsimile No. BY: DQSB II, INC., A DELAWARE CORPORATION, A MANAGING MEMBER By: /s/ Jordan B. Allen ------------------------- Name: Title: Address: Facsimile No. EX-27 20 FDS
5 1,000 3-MOS DEC-31-1997 MAR-31-1997 20,602 0 3,377 0 0 32,517 213,971 48,219 212,101 73,568 84,686 0 0 139 53,708 212,101 0 40,372 0 27,139 0 0 1,713 (3,314) (1,326) (1,988) 0 0 0 (1,988) (.14) (.14) INCLUDES RESTRICTED SHORT-TERM INVESTMENTS OF $2,928.
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