Exhibit 10.17
AMENDMENT
TO
BAREBOAT CHARTER
THIS AMENDMENT TO BAREBOAT CHARTER (this "Amendment") is dated as of
October 15, 2003, effective August 1, 2003, by and between ITG Vegas, Inc., a
Nevada corporation ("ITG") which is the successor by merger to Palm Beach
Princess, Inc. ("PBP"), and MJQ Corporation, a Delaware corporation ("MJQ"),
WITNESSETH THAT:
Background. MJQ and PBP entered into a Bareboat Charter for an initial term
extending through July 31, 2002, continuing thereafter for successive one-month
periods through July 31, 2003 (the "Bareboat Charter"), pursuant to which the
vessel Palm Beach Princess has been chartered by MJQ to PBP and, following PBP's
merger with and into ITG, to ITG. MJQ and ITG have filed voluntary petitions for
relief under Chapter 11 of the United States Code in the United States
Bankruptcy Court for the Southern District of Florida (the "Bankruptcy Court").
MJQ and ITG have filed a joint plan of reorganization (the "Plan") in their
Chapter 11 cases. In connection therewith and as contemplated by that certain
Term Sheet for Plan of Reorganization (the "Term Sheet") among ITG, MJQ, Donald
F. Conway, as Chapter 11 Trustee (the "Trustee") for the Bankruptcy Estate of
Robert E. Brennan, and others, which Term Sheet is attached as Exhibit A to the
Plan, MJQ and PBP desire to extend the term of the Bareboat Charter as provided
herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. This Amendment shall become effective if and only if (a) a final order
by the Bankruptcy Court shall be entered confirming the Plan, (b) the time for
obtaining a stay of such confirmation order shall have passed, without any stay
of such order having been granted or, if such stay shall have been granted, the
order shall have become final and non-appealable, and (c) the Plan shall have
become effective.
2. Subject to the conditions described in paragraph 1 above, the term of
the Bareboat Charter as set forth in Box 22 thereof is hereby extended,
effective as of August 1, 2003, on a month to month basis through such date as
the Payment Obligation (as defined in the Term Sheet), all accrued and unpaid
interest thereon, any Stay Bonus (as defined in the Term Sheet) and Forbearance
Fees (also as defined in the Term Sheet) are paid in full, subject to early
termination as provided herein.
3. (a) Notwithstanding anything to the contrary contained in the Bareboat
Charter, the Bareboat Charter shall not be terminable by MJQ by reason of any
default by ITG in the payment of monthly bareboat charter fees to MJQ or any
other payment default by ITG, without the prior written consent of the Trustee.
(b) Paragraph 33 of the Bareboat Charter is hereby eliminated.
(c) If, prior to the end of the Charter period stated in paragraph 2 of
this Amendment, an event of default shall have occurred and continued beyond any
applicable grace periods and the Orderly Liquidation Period (as defined in the
Term Sheet or, if the Term Sheet is superseded by an Amendment to Master
Settlement Agreement, as such term is defined in such Amendment to Master
Settlement Agreement) shall have expired or shall have been terminated by the
Trustee, then the Bareboat Charter may be terminated by the Trustee by written
notice to MJQ and ITG.
(d) During an Orderly Liquidation Period, the Bareboat Charter may be
terminated by either party hereto by notice to the other upon a sale of the
Vessel (provided, however, that any such termination shall not be effective,
without he prior written consent of the Trustee, unless as a result of such sale
all amounts due and to become due by MJQ and ITG to the Trustee shall have been
paid in full).
4. The provisions of Paragraph 3 above are for the express benefit of, and
shall be enforceable by, the Trustee.
5. Except as expressly set forth herein, the Bareboat Charter shall remain
in full force and effect. This Amendment shall inure to the benefit of and shall
be binding upon the parties hereto and their successors and permitted assigns.
This Amendment may be executed in any number of counterpart copies, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument. Delivery by telecopier of this Amendment or a
counterpart signature page hereof as signed by a party shall have the same
effect as delivery by such party of its manually signed original.
This Amendment has been executed by the parties hereto on the date first
above written.
ITG VEGAS, INC. MJQ CORPORATION
By:/s/Francis W. Murray By:/s/Francis X. Murray
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Francis W. Murray, President Francis X. Murray, President
The undersigned Trustee hereby consents to the foregoing Amendment.
/s/Donald F. Conway
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Donald F. Conway, Chapter 11
Trustee for the Bankruptcy Estate of
Robert E. Brennan
Phila1\1901596\1