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EXHIBIT 4.(ii)(a)(23)
THIRD MASTER AMENDMENT
TO
COLLATERAL DOCUMENTS
dated as of April 22, 1996
This THIRD MASTER AMENDMENT TO COLLATERAL DOCUMENTS ("MASTER
AMENDMENT") is made as of the 22nd day of April, 1996, 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"), GREAT RIVER
TRANSPORTATION CO. (formerly known as Delta Queen Properties Corporation), a
Delaware corporation ("DQ PROPERTIES"), GREAT RIVER CRUISE LINE, INC., a
Delaware corporation ("GREAT RIVER"), GREAT OCEAN CRUISE LINE, INC., a Delaware
corporation ("GREAT OCEAN", and collectively with Cruise America, DQ Properties
and Great River, the "BORROWER SUBSIDIARIES"), BLACKLAND VISTAS, INC., an
Illinois corporation ("BLACKLAND VISTAS"), and 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 "Third Restatement"
described below. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Third Restatement.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of
August 3, 1993, among Borrower, Parent, Agent and the financial institutions
listed on the signature pages thereof and each other financial institution
which from time to time becomes a party thereto in accordance with
Section 11.02(a) thereof (together with their respective successors and
assigns, individually, a "LENDER" and, collectively, the "LENDERS") (the
"ORIGINAL CREDIT AGREEMENT"), the Lenders agreed to make certain loans to
Borrower;
WHEREAS, as a condition to the Lenders' and the Agent's
willingness to enter into the Original Credit Agreement and the Lenders'
willingness to make loans to Borrower under the Original Credit Agreement, the
Lenders required Borrower, Parent, Borrower Subsidiaries, Great AQ Steamboat
Co., a Delaware corporation (formerly known as Delta Queen Steamboat
Development, Inc., "GREAT AQ"), Creative Endeavors, Inc., formerly a Louisiana
corporation ("CREATIVE ENDEAVORS"), and Blackland Vistas to enter into certain
Collateral Documents as security for the loans under the Original Credit
Agreement, including specifically, but without limitation, the following
agreements, each of which was amended by each of the "First Master Amendment"
and the "Second Master Amendment" (except with respect to Great AQ, the
security
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arrangements and guaranty obligations of which were terminated and released
prior to the execution of the Second Master Amendment)(each such term as
defined below):
(i) those certain individual Security Agreements each dated as of
August 3, 1993, executed by, respectively, the Borrower, the Parent,
each of the Borrower Subsidiaries, Blackland Vistas (each of the
foregoing Security Agreements, collectively, the "SECURITY
AGREEMENTS"), Great AQ, and Creative Endeavors each in favor of the
Agent for the benefit of the Agent and the Lenders and evidencing each
respective entity's grant of a security interest in all of such
entity's personal property;
(ii) those certain two Stock Pledge Agreements each dated as of
August 3, 1993, executed by, respectively, Borrower (the "BORROWER
PLEDGE AGREEMENT") and the Parent (the "PARENT PLEDGE AGREEMENT," and
together with the Borrower Pledge Agreement, collectively, the "PLEDGE
AGREEMENTS") in favor of the Agent for the benefit of the Agent and
the Lenders evidencing the respective pledge of a 100% interest in the
capital stock of certain companies;
(iii) that certain Guaranty dated as of August 3, 1993, executed by
the Parent, each of the Borrower Subsidiaries, Great AQ, Creative
Endeavors, and Blackland Vistas (collectively, the "ORIGINAL
GUARANTORS") in favor of the Agent for the benefit of the Agent and
the Lenders evidencing the continual and unconditional guarantee by
such entities of the Obligations of the Borrower;
(iv) those certain two Trademark Collateral Assignments each dated
as of August 3, 1993, executed by, respectively, the Borrower and DQ
Properties (collectively the "TRADEMARK ASSIGNMENTS") in favor of the
Agent for the benefit of the Agent and the Lenders evidencing the
collateral assignment of all of each respective entities' trademarks
and trademark license agreements; and
(v) that certain Contribution Agreement dated as of August 3,
1993, executed by each of the Original Guarantors (the "CONTRIBUTION
AGREEMENT");
WHEREAS, the Borrower, the Parent, the Agent and the Lenders
entered into that certain Amended and Restated Credit Agreement dated as of
March 31, 1995, as amended by (a) Amendment Number 1 dated as of March 31,
1995, (b) Amendment Number 2 dated as of July 17, 1995, and (c) Amendment
Number 3 ("AMENDMENT NO. 3") dated as of August 24, 1995 (as so amended, the
"FIRST RESTATEMENT");
WHEREAS, as a condition to the Lenders' and the Agent's
willingness to enter into the First Restatement and the Lenders' willingness to
make loans to Borrower thereunder, the Lenders required Borrower, Parent, each
of the Borrower Subsidiaries, Great AQ, Creative Endeavors, Blackland Vistas,
and AMCV Development Corporation, formerly a Delaware corporation
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(collectively, the "DQ CORPORATIONS") to enter into that certain Master
Amendment to Collateral Documents dated as of March 31, 1995 (the "FIRST MASTER
AMENDMENT");
WHEREAS, pursuant to the First Master Amendment, Parent's new
subsidiary, AMCV, joined in the Guaranty and the Contribution Agreement and
executed that certain Security Agreement dated March 31, 1995 and Parent
pledged 100% of the outstanding capital stock of AMCV by amending the Parent
Pledge Agreement;
WHEREAS, in connection with the "MARAD Financing" (as such
term is defined in Amendment No. 3) the proceeds of which, in part, were used
to repay the Lenders, (a) the Lenders released their liens against the assets
of Great AQ, including without limitation the American Queen, (b) the Lenders
permitted Great AQ to terminate its obligations under the Guaranty, and (c) the
Lenders permitted the Agent to release the stock of Great AQ pledged by
Borrower (the DQ Corporations excluding Great AQ, AMCV and Creative Endeavors
shall hereinafter be referred to as the "DQ ENTITIES");
WHEREAS, the Borrower, the Parent, the Lenders and the Agent
entered into that certain Second Amended and Restated Credit Agreement dated as
of August 31, 1995 (the "SECOND RESTATEMENT") providing for the amendment and
restatement of the First Restatement;
WHEREAS, as a condition to the Lenders' and the Agent's
willingness to enter into the Second Restatement and the Lenders' willingness
to make loans to Borrower thereunder, the Lenders required the DQ Entities,
AMCV, and Creative Endeavors to enter into that certain Second Master Amendment
to Collateral Documents dated as of August 31, 1995 (the "SECOND MASTER
AMENDMENT");
WHEREAS, as of January 1, 1996, AMCV merged with and into
Parent, with Parent being the surviving entity; and Creative Endeavors merged
with and into Great AQ, with Great AQ being the surviving entity;
WHEREAS, the Borrower, the Parent, the Lenders and the Agent
have entered into that certain Third Amended and Restated Credit Agreement of
even date herewith (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "THIRD RESTATEMENT") providing for
the amendment and restatement of the Second Restatement;
WHEREAS, each of the DQ Entities will derive both direct and
indirect benefits from the loans made pursuant to the Third Restatement;
WHEREAS, it is a condition precedent to making the loans,
advances and other financial accommodations by the Lenders under the Third
Restatement that the Parent and the DQ Entities enter into this Master
Amendment to acknowledge and agree that the Collateral Documents and the liens
and security interests
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granted thereunder secure the Obligations of Borrower under the Third
Restatement; and
NOW, THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the undersigned agrees as
follows:
1. AMENDMENTS TO COLLATERAL DOCUMENTS. EACH OF THE DQ
ENTITIES HEREBY AGREES THAT THE OBLIGATIONS UNDER THE THIRD RESTATEMENT ARE
SECURED BY THE COLLATERAL DOCUMENTS, INCLUDING WITHOUT LIMITATION THE SECURITY
AGREEMENTS, THE GUARANTY, THE PLEDGE AGREEMENTS AND THE TRADEMARK ASSIGNMENTS.
ALL REFERENCES THEREIN TO "OBLIGATIONS" UNDER THE ORIGINAL CREDIT AGREEMENT,
THE FIRST RESTATEMENT OR THE SECOND RESTATEMENT SHALL BE DEEMED TO INCLUDE THE
"OBLIGATIONS" OF THE BORROWER PURSUANT TO THE THIRD RESTATEMENT. ALL
REFERENCES TO THE "CREDIT AGREEMENT" SHALL BE DEEMED TO REFER TO THE THIRD
RESTATEMENT.
2. REAFFIRMATION. EACH OF THE PARENT, CRUISE AMERICA,
DQ PROPERTIES, GREAT RIVER, GREAT OCEAN AND BLACKLAND VISTAS (COLLECTIVELY, THE
"DQ GUARANTORS") HEREBY CONSENTS TO THE TERMS AND CONDITIONS OF THE THIRD
RESTATEMENT 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 THIRD RESTATEMENT 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 AMENDMENT 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.
3. SUCCESSORS AND ASSIGNS. THIS MASTER AMENDMENT SHALL
BE BINDING UPON EACH OF THE PARENT AND 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 "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
VOLUNTARILY ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
AGENT'S PRIOR WRITTEN CONSENT.
4. 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
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INTENT AND PURPOSES OF THIS MASTER AMENDMENT AND THE LOAN DOCUMENTS.
5. DEFINITIONS. ALL REFERENCES TO THE SINGULAR SHALL
BE DEEMED TO INCLUDE THE PLURAL AND VICE VERSA WHERE THE CONTEXT SO REQUIRES.
6. Governing Law. The Agent hereby accepts this Master
Amendment, 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 Corporations
arising out of or related to the relationship established among them in
connection with this Master Amendment as it amends the Guaranty, the
Contribution Agreement, the Pledge Agreements and the Trademark Assignments 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 Amendment 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
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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.
8. ADVICE OF COUNSEL. EACH OF THE PARENT AND THE DQ
ENTITIES REPRESENTS AND WARRANTS TO THE AGENT AND THE LENDERS THAT IT HAS
DISCUSSED THIS MASTER AMENDMENT WITH ITS LAWYERS.
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9. NOTICES. EACH OF THE DQ ENTITIES (OTHER THAN
BORROWER) APPOINTS BORROWER AS ITS AGENT TO RECEIVE NOTICES AND OTHER
COMMUNICATIONS UNDER THIS MASTER AMENDMENT. ANY SUCH NOTICE OR COMMUNICATION
RECEIVED BY BORROWER UNDER THIS MASTER AMENDMENT 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 THIRD RESTATEMENT.
10. SEVERABILITY. WHEREVER POSSIBLE, EACH PROVISION OF
THIS MASTER AMENDMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE
AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS MASTER AMENDMENT
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 AMENDMENT.
11. COLLATERAL. EACH OF THE DQ ENTITIES HEREBY
ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS MASTER AMENDMENT 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 AMENDMENT REPRESENTS 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 AMENDMENT 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 AMENDMENT.
IN THE EVENT AN AMBIGUITY OR QUESTION OF
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INTENT OR INTERPRETATION ARISES, THIS MASTER AMENDMENT 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 AMENDMENT.
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IN WITNESS WHEREOF, this Master Amendment 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: 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: Vice President
------------------------
GREAT RIVER CRUISE LINE, INC.
By: /s/ JORDAN B. ALLEN
--------------------------
Name: Jordan B. Allen
------------------------
Title: Vice President
------------------------
GREAT OCEAN CRUISE LINE, INC.
By: /s/ JORDAN B. ALLEN
--------------------------
Name: Jordan B. Allen
------------------------
Title: Vice President
------------------------
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GREAT RIVER TRANSPORTATION CO.
(formerly known as Delta Queen
Properties Corporation)
By: /s/ JORDAN B. ALLEN
--------------------------
Name: Jordan B. Allen
------------------------
Title: Vice President
------------------------
BLACKLAND VISTAS, INC.
By: /s/ JORDAN B. ALLEN
--------------------------
Name: Jordan B. Allen
------------------------
Title: Vice President
------------------------
CHEMICAL BANK, as Agent
By: /s/ LISA B. BENITEZ
------------------------
Name: Lisa B. Benitez
----------------------
Title: Vice President
----------------------
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