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EXHIBIT 4.(ii)(a)(25)
THIRD AMENDMENT TO PREFERRED SHIP MORTGAGE
ON 100.000% OF THE MISSISSIPPI QUEEN
OFFICIAL NO. 574200
EXECUTED BY
GREAT OCEAN CRUISE LINE, INC.
(T.I.N. 11-2417054)
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: 3364
NET TONNAGE: 1684
YEAR BUILT: 1976
LOCATION OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA
HOME PORT OF MORTGAGED VESSEL: NEW ORLEANS, LOUISIANA
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THIRD AMENDMENT TO PREFERRED SHIP MORTGAGE
OWNER/MORTGAGOR: GREAT OCEAN CRUISE LINE, INC.
(TIN: 11-2417054)
30 ROBIN ST. WHARF
NEW ORLEANS, LA 70130
MORTGAGEE: 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 THIRD AMENDMENT TO MORTGAGE: APRIL 22, 1996
PRINCIPAL OBLIGATIONS SECURED, 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): $25,000,000.00
DESCRIPTION OF VESSEL:
NAME: MISSISSIPPI QUEEN; OFFICIAL NUMBER: 574200; GROSS TONNAGE:
3360; NET TONNAGE: 1160; YEAR BUILT: 1976; HOME PORT: NEW ORLEANS,
LOUISIANA; GRANTOR'S PERCENTAGE OF INTEREST: 100.00%. LOCATION OF
VESSEL: NEW ORLEANS, LOUISIANA.
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THIRD AMENDMENT TO PREFERRED SHIP MORTGAGE
THIRD AMENDMENT TO 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 22ND DAY OF APRIL, 1996;
IN THE PRESENCE OF THE WITNESSES HEREINAFTER NAMED AND UNDERSIGNED,
PERSONALLY CAME AND APPEARED:
GREAT OCEAN CRUISE LINE, INC., A DELAWARE CORPORATION, WHOSE LOUISIANA
MAILING ADDRESS IS 30 ROBIN STREET WHARF, NEW ORLEANS, LA 70130, WHOSE TAXPAYER
IDENTIFICATION NUMBER IS 11-2417054, REPRESENTED HEREIN BY AND THROUGH JORDAN
B. ALLEN, ITS VICE PRESIDENT AND DULY AUTHORIZED REPRESENTATIVE PURSUANT TO A
RESOLUTION OF ITS BOARD OF DIRECTORS, A CERTIFIED COPY OF WHICH IS ATTACHED
HERETO ("MORTGAGOR"); AND
CHEMICAL BANK, WHOSE ADDRESS IS 270 PARK AVENUE, NEW YORK, NEW YORK 10017,
WHOSE TAXPAYER IDENTIFICATION NUMBER IS 13-4994650, REPRESENTED HEREIN BY LISA
D. BENITEZ, ITS VICE PRESIDENT AND DULY AUTHORIZED REPRESENTATIVE;
WHEREAS, MORTGAGOR GRANTED THAT CERTAIN PREFERRED SHIP MORTGAGE, DATED
AUGUST 3, 1993 (THE "ORIGINAL MORTGAGE", TOGETHER WITH ANY AMENDMENTS THERETO,
INCLUDING THIS AMENDMENT, THE "MORTGAGE"), WHICH ORIGINAL MORTGAGE WAS RECORDED
WITH THE EIGHTH COAST GUARD DISTRICT ON AUGUST 16, 1993 AT 9:24 A.M. IN PM BOOK
245, INSTR. 64 AND AMENDED BY AMENDMENT TO PREFERRED SHIP MORTGAGE ("FIRST
AMENDMENT ") RECORDED WITH THE EIGHTH COAST GUARD DISTRICT ON APRIL 7, 1995 AT
10:04 A.M. IN PM BOOK 9504, INSTR. 226 AND BY SECOND AMENDMENT TO PREFERRED
SHIP MORTGAGE ("SECOND AMENDMENT") RECORDED WITH THE NATIONAL VESSEL
DOCUMENTATION CENTER ON SEPTEMBER 9, 1995 AT 11:00A.M. IN BOOK 96-05,
PAGE/INSTR. 659;
WHEREAS, THE ORIGINAL MORTGAGE, AS AMENDED BY THE FIRST AMENDMENT, WAS
GRANTED TO SECURE PAYMENT OF THE OBLIGATIONS (AS DEFINED THEREIN), UP TO A
MAXIMUM SECURED PRINCIPAL AMOUNT OF $80,000,000.00, TOGETHER WITH INTEREST,
COSTS, ATTORNEYS' FEES AND PROTECTIVE ADVANCES, WHICH OBLIGATIONS INCLUDED ALL
INDEBTEDNESS OF MORTGAGOR UNDER MORTGAGOR'S GUARANTY DATED AUGUST 3, 1993
(TOGETHER WITH ANY AMENDMENTS THERETO, AND RENEWALS AND REPLACEMENTS THEREOF,
THE "GUARANTY");
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, AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME (THE "ORIGINAL CREDIT
AGREEMENT", SUCH ORIGINAL CREDIT AGREEMENT, AS AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "CREDIT AGREEMENT");
WHEREAS, BORROWER AND MORTGAGOR, PURSUANT TO THAT CERTAIN SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (THE "SECOND RESTATEMENT") DATED AS OF AUGUST 31,
1995 BY AND AMONG BORROWER, PARENT, MORTGAGEE AND THE OTHER LENDERS THEREUNDER,
DECREASED THE PRINCIPAL AMOUNT OF THE CREDIT FACILITY UNDER THE CREDIT
AGREEMENT FROM A MAXIMUM OF $80,000,000 TO A MAXIMUM OF $40,000,000 AND
MORTGAGOR, PURSUANT TO THE SECOND AMENDMENT, CONFIRMED THAT THE OBLIGATIONS
SECURED BY THE MORTGAGE INCLUDED ALL OBLIGATIONS GUARANTEED BY MORTGAGOR UNDER
THE GUARANTY, INCLUDING, WITHOUT LIMITATION, ALL OF THE INDEBTEDNESS OF
BORROWER UNDER THE SECOND RESTATEMENT, UP
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THIRD AMENDMENT TO PREFERRED SHIP MORTGAGE
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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. 64, AND (II) THE FIRST AMENDMENT UNDER PM BOOK 9504, INSTR.
226; 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
96-05, PAGE/INSTR. 659, 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 OCEAN CRUISE LINE, INC.
/s/ Jordan B. Allen
X________________________________ _____________________________________
Jordan B. Allen
X________________________________ By:________________________________________
Vice President
Title:______________________________________