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EXHIBIT 4.(ii)(a)(24)
THIRD AMENDMENT TO PREFERRED SHIP MORTGAGE
ON 100.000% OF THE DELTA QUEEN
OFFICIAL NO. 225875
EXECUTED BY
GREAT RIVER CRUISE LINE, INC.
(T.I.N. 36-3800514)
IN FAVOR OF
CHEMICAL BANK AS TRUSTEE AND AGENT ("MORTGAGEE")
MORTGAGEE'S PERCENTAGE OF INTEREST IN MORTGAGE: 100.000%
ON THE 22ND DAY OF APRIL, 1996
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
HOME PORT OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA
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UNDER THE SECOND RESTATEMENT, UP TO A MAXIMUM SECURED PRINCIPAL AMOUNT OF
$40,000,000.00, TOGETHER WITH INTEREST, COSTS, ATTORNEYS' FEES AND PROTECTIVE
ADVANCES;
WHEREAS, BORROWER AND MORTGAGOR HAVE REQUESTED THAT THE PRINCIPAL AMOUNT
OF THE CREDIT FACILITY UNDER THE CREDIT AGREEMENT BE DECREASED FROM A MAXIMUM
OF $40,000,000 TO A MAXIMUM OF $25,000,000.00, AND TO FURTHER AMEND THE CREDIT
AGREEMENT WITH RESPECT TO CERTAIN OTHER MATTERS, ALL TO BE MORE FULLY REFLECTED
IN A THIRD AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG BORROWER, PARENT,
MORTGAGEE AND THE OTHER LENDERS, DATED AS OF EVEN DATE HEREWITH (THE "RESTATED
CREDIT AGREEMENT" OR "CREDIT AGREEMENT"); AND
WHEREAS, MORTGAGOR WISHES TO CONFIRM THAT THE OBLIGATIONS SECURED BY THE
MORTGAGE INCLUDE ALL OBLIGATIONS GUARANTEED BY MORTGAGOR UNDER THE GUARANTY,
WHICH 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 THE
"GUARANTEED OBLIGATIONS" WHICH ARE SECURED BY ITS GUARANTY, AND WHICH COMPRISE
THE "OBLIGATIONS" SECURED BY THE MORTGAGE, 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, INCLUDING ANY AMENDMENTS TO THE CREDIT AGREEMENT THAT
INCREASE 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 THE "OBLIGATIONS" SECURED
BY THE MORTGAGE, 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 RESTATED 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
PROTECTIVE ADVANCES.
MORTGAGOR HEREBY MODIFIES AND AMENDS 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. Section 31321 (B) (3) AND 46 CFR
Section 67.235(A)(2)(III) FROM $40,000,000.00 TO $25,000,000.00.
IT IS THE INTENTION OF MORTGAGOR THAT ALL ADVANCES UNDER THE CREDIT
AGREEMENT (INCLUDING ALL ADVANCES MADE UNDER THE RESTATED CREDIT AGREEMENT),
TOGETHER WITH ANY AND ALL OTHER "OBLIGATIONS" AS DESCRIBED IN THE ORIGINAL
MORTGAGE AND CONFIRMED HEREIN, 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
ORIGINAL CREDIT AGREEMENT OR THE SECOND RESTATEMENT. TERMS NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANING PROVIDED IN THE ORIGINAL MORTGAGE.
EXCEPT AS MODIFIED HEREBY, THE ORIGINAL MORTGAGE SHALL REMAIN IN FULL FORCE AND
EFFECT.
THIS THIRD AMENDMENT AND THE MORTGAGE HAVE BEEN EXECUTED AND DELIVERED TO
MORTGAGEE IN TRUST, AND ARE HELD BY MORTGAGEE IN TRUST, PURSUANT TO THAT
CERTAIN TRUST INDENTURE BY AND AMONG MORTGAGOR, MORTGAGEE AND THE LENDERS FROM
TIME TO TIME PARTY THERETO, DATED AUGUST 3, 1993, AS THE SAME MAY BE AMENDED,
ACKNOWLEDGED, RESTATED OR REPLACED FROM TIME TO TIME, INCLUDING WITH RESPECT TO
THE ACKNOWLEDGMENT OF TRUST INDENTURE DATED OF EVEN DATE HEREWITH.
MORTGAGOR HEREBY INSTRUCTS (A) THE COAST GUARD TO MAKE NOTE OF THIS THIRD
AMENDMENT IN THE MARGIN OF ITS RECORDS OF (I) THE ORIGINAL MORTGAGE UNDER PM
BOOK 245, INSTR. 65, AND (II) THE FIRST AMENDMENT UNDER P.M. BOOK 9504, INSTR.
227, AND (B) THE NATIONAL VESSEL DOCUMENTATION CENTER TO MAKE NOTE OF THIS
THIRD AMENDMENT IN THE MARGIN OF ITS RECORDS OF THE SECOND AMENDMENT IN BOOK
96-03, PAGE/INSTR. 673, AND TO RECORD THIS THIRD AMENDMENT TO SERVE AS OCCASION
MAY REQUIRE.
****INTENTIONALLY LEFT BLANK****
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THIRD AMENDMENT TO PREFERRED SHIP MORTGAGE
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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:
GREAT RIVER CRUISE LINE, INC.
/s/ Jordan B. Allen
X________________________________ _____________________________________
Jordan B. Allen
X________________________________ By:________________________________________
Vice President
Title:______________________________________