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EXHIBIT 4 (ii)(a)(11)
FIRST AMENDMENT TO TRUST INDENTURE
This FIRST AMENDMENT TO TRUST INDENTURE dated as of September 14, 2000
(this "First Amendment") is entered into among (1) GREAT RIVER CRUISE LINE,
L.L.C., a Delaware limited liability company ("Mortgagor"), (2) THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF AS LENDERS (the "Lenders"),
and (3) THE CHASE MANHATTAN BANK, a New York banking corporation, not in its
individual capacity, but as Trustee under the Trust Indenture specified below
(the "Trustee").
PRELIMINARY STATEMENTS
A. THE DELTA QUEEN STEAMBOAT CO., a Delaware corporation ("Borrower")
has previously entered into a Credit Agreement dated as of February 25, 1999,
with certain lenders, The Chase Manhattan Bank, as Administrative Agent and
Hibernia National Bank, as Documentation Agent (as previously amended, the
"Original Credit Agreement"). The Borrower, the Lenders and The Chase Manhattan
Bank, as agent, have entered into an Amended and Restated Credit Agreement dated
as of September 14, 2000 (as amended, supplemented, modified or restated from
time to time (the "Amended and Restated Credit Agreement").
B. The Mortgagor is the sole owner of the whole of the Vessel "Delta
Queen", consisting of 3,360 gross tons, 1,160 net tons, bearing official number
225875, documented in the name of the Mortgagor under and pursuant to the laws
of the United States of America, having its home port at New Orleans, Louisiana
(the "Vessel").
C. The parties hereto have previously entered into a Trust Indenture
dated February 25, 1999 (the "Original Trust Indenture"), whereunder the Trustee
agreed on behalf of Lenders to hold that certain Preferred Ship Mortgage dated
as of February 25, 1999, by Mortgagor in favor of The Chase Manhattan Bank, as
Agent and as Trustee under the Original Trust Indenture (the "Original
Mortgage"), which Original Mortgage was recorded with the National Vessel
Documentation Center of the United States Coast Guard on March 4, 1999 at 2:38
P.M. in Book 99-25, Page 533, and which Original Mortgage affected 100% of the
interest of Mortgagor in the vessel "Delta Queen", Official No. 225875.
D. In accordance with the Amended and Restated Credit Agreement,
Mortgagor has executed a First Amendment to Preferred Ship Mortgage dated as of
September 14, 2000 (the "First Amendment to Mortgage") reducing the maximum
amount secured under the Original Mortgage, as amended, to $30,000,000 and
providing for changes in the Financial Institutions that are parties to the
Amended and Restated Credit Agreement.
E. In connection with the execution and delivery of the Amended and
Restated Credit Agreement and the First Amendment to Mortgage it is necessary to
amend the Original Trust Indenture. The Original Trust Indenture, as amended by
this First Amendment, is called the "Amended Trust Indenture."
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NOW THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
SECTION 1. AMENDMENT TO ORIGINAL MORTGAGE. Mortgagor, Lenders and the
Trustee hereby acknowledge and consent to the execution and delivery of the
First Amendment to Mortgage and the modification and amendments contained
therein. The provisions of the First Amendment to Mortgage are hereby
incorporated herein by reference with the same force and effect as if said
instrument was fully set forth herein.
SECTION 2. CHANGES IN LENDERS. Mortgagor, Lenders and the Trustee
hereby acknowledge that Bank One, Louisiana, National Association, Credit
Agricole Indosuez and The Bank of New York were parties to the Original Trust
Indenture but are not parties to the Amended and Restated Credit Agreement.
Furthermore, National City Bank of Michigan/Illinois has been added as a new
party to the Amended and Restated Credit Agreement. Accordingly, the Original
Trust Indenture is hereby modified and amended to reflect the deletion of Bank
One, Louisiana, National Association, Credit Agricole Indosuez and The Bank of
New York and the addition of National City Bank of Michigan/Illinois as parties
to the Amended and Restated Credit Agreement. The parties further acknowledge
and agree that, as of the date hereof, the Lenders specified under the Amended
Trust Indenture shall be The Chase Manhattan Bank, Hibernia National Bank and
National City Bank of Michigan/Illinois.
SECTION 3. EFFECTIVENESS. Except as amended and modified by this First
Amendment, the Trust Indenture is in all respects ratified, confirmed and
carried forward and it shall be and remain in full force and effect. Nothing
herein shall constitute a novation, release, termination or reissuance of the
Trust Indenture, or a novation of the indebtedness evidenced by the Original
Credit Agreement. Terms not otherwise defined herein shall have the meanings
provided in the Original Trust Indenture.
SECTION 4. COUNTERPARTS. This First Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and such counterparts, added together, shall constitute and be one and
the same instrument.
[Remainder of Page Intentionally Left Blank]
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[Signature Page of Mortgagor]
IN WITNESS WHEREOF, Great River Cruise Line, L.L.C. has caused this
instrument to be duly executed by an authorized officer as of the date first
written above.
WITNESSES: GREAT RIVER CRUISE LINE, L.L.C.
BY: THE DELTA QUEEN STEAMBOAT CO.,
A DELAWARE CORPORATION,
AS MANAGING MEMBER
/s/ Shahem Zenni /s/ JORDAN B. ALLEN
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NAME: JORDAN B. ALLEN
/s/ Pam Stringer TITLE: EXECUTIVE VICE PRESIDENT
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BY: DQSB II, INC.
A DELAWARE CORPORATION,
AS MANAGING MEMBER
/s/ JORDAN B. ALLEN
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NAME: JORDAN B. ALLEN
TITLE: EXECUTIVE VICE PRESIDENT
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[Signature Page of Trustee]
IN WITNESS WHEREOF, The Chase Manhattan Bank has caused this instrument
to be duly executed by an authorized officer as of the date first written above.
WITNESSES: THE CHASE MANHATTAN BANK,
AS TRUSTEE
/s/ Alexander Schneider /s/ JONATHAN E. TWICHELL
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NAME: JONATHAN E. TWICHELL
/s/ Mary C. Lum TITLE: VICE PRESIDENT
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[Signature Page of Lenders]
IN WITNESS WHEREOF, The Chase Manhattan Bank has caused this instrument
to be duly executed by an authorized officer as of the date first written above.
WITNESSES: THE CHASE MANHATTAN BANK
/s/ Alexander Schneider /s/ JONATHAN E. TWICHELL
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NAME: JONATHAN E. TWICHELL
/s/ Mary C. Lum TITLE: VICE PRESIDENT
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[Signature Page of Lenders]
IN WITNESS WHEREOF, Hibernia National Bank has caused this instrument
to be duly executed by an authorized officer as of the date first written above.
WITNESSES: HIBERNIA NATIONAL BANK
/s/ Vivian Cassesi /s/ CHERYL H. DENENEA
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NAME: CHERYL H. DENENEA
/s/ Angela Dominguez TITLE: VICE PRESIDENT
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[Signature Page of Lenders]
IN WITNESS WHEREOF, National City Bank of Michigan/Illinois has caused
this instrument to be duly executed by an authorized officer as of the date
first written above.
WITNESSES: NATIONAL CITY BANK OF
MICHIGAN/ILLINOIS
/s/ Donna L. Benson /s/ STEPHANIE PASS
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NAME: STEPHANIE PASS
/s/ L. Schultz TITLE: VICE PRESIDENT
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ACKNOWLEDGMENT
STATE OF ILLINOIS
COUNTY OF COOK
BEFORE ME, the undersigned Notary Public, personally came and appeared:
Jordan B. Allen,
the duly authorized Executive Vice President and representative of The Delta
Queen Steamboat Co., which said corporation is a managing member of Great River
Cruise Line, L.L.C. ("Great River"), who declared under oath that he is the duly
authorized representative of Great River and its aforesaid managing member, and
that he signed the foregoing instrument with full authorization under the
articles of organization of Great River and the board of directors of the
managing members, and that the foregoing Amendment to Trust Indenture is the
free and voluntary act and deed of Great River and its managing members, as well
as said appearer in his capacity as the representative of Great River, for the
uses, purposes and covenants therein expressed.
SWORN TO AND SUBSCRIBED BEFORE ME
on the 13th day of September, 2000.
/s/ Barbara A. Shafer
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NOTARY PUBLIC
My Commission Expires: 11/3/01
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ACKNOWLEDGMENT
STATE OF ILLINOIS
COUNTY OF COOK
BEFORE ME, the undersigned Notary Public, personally came and appeared:
Jordan B. Allen,
the duly authorized Executive Vice President and representative of DQSB II,
Inc., which said corporation is a managing member of Great River Cruise Line,
L.L.C. ("Great River"), who declared under oath that he is the duly authorized
representative of Great River and its aforesaid managing member, and that he
signed the foregoing instrument with full authorization under the articles of
organization of Great River and the board of directors of the managing members,
and that the foregoing Amendment to Trust Indenture is the free and voluntary
act and deed of Great River and its managing members, as well as said appearer
in his capacity as the representative of Great River, for the uses, purposes and
covenants therein expressed.
SWORN TO AND SUBSCRIBED BEFORE ME
on the 13th day of September, 2000.
/s/ Barbara A. Shafer
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NOTARY PUBLIC
My Commission Expires: 11/3/01
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ACKNOWLEDGMENT
STATE OF ILLINOIS
COUNTY OF COOK
BEFORE ME, the undersigned Notary Public, personally came and appeared:
Jonathan E. Twichell,
the duly authorized Vice President and representative of The Chase Manhattan
Bank, who declared that he/she is the duly authorized representative of The
Chase Manhattan Bank and that he/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/herself in
his/her capacity as representative thereof, for the uses and purposes therein
expressed.
SWORN TO AND SUBSCRIBED BEFORE ME
on the 12th day of September, 2000.
/s/ Deborah K. Welles
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NOTARY PUBLIC
My Commission Expires: 3/10/02
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ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, personally came and appeared:
Cheryl H. Denenea,
the duly authorized Vice President and representative of Hibernia National Bank,
who declared that he/she is the duly authorized representative of Hibernia
National Bank and that he/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/herself in his/her
capacity as representative thereof, for the uses and purposes therein expressed.
SWORN TO AND SUBSCRIBED BEFORE ME
on the 13th day of September, 2000.
/s/ Gary Ryan
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NOTARY PUBLIC
My Commission Expires: at death
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ACKNOWLEDGMENT
STATE OF ILLINOIS
COUNTY OF DUPAGE
BEFORE ME, the undersigned Notary Public, personally came and appeared:
Stephanie Pass,
the duly authorized Vice President and representative of National City Bank of
Michigan/Illinois, who declared that he/she is the duly authorized
representative of National City Bank of Michigan/Illinois and that he/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/herself in his/her capacity as representative
thereof, for the uses and purposes therein expressed.
SWORN TO AND SUBSCRIBED BEFORE ME
on the 13th day of September, 2000.
/s/ Frances S. Griffin
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NOTARY PUBLIC
My Commission Expires: 12/29/01
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