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EXHIBIT 4.(ii)(a)(27)
The Mississippi Queen
ACKNOWLEDGMENT OF TRUST INDENTURE
This ACKNOWLEDGMENT OF TRUST INDENTURE (this "Acknowledgment") dated as of
the 22nd day of April, 1996 is entered into by and among GREAT OCEAN CRUISE
LINE, INC., a Delaware corporation ("Mortgagor"), CHEMICAL BANK, a New York
banking corporation, as agent (in such capacity, the "Agent") for itself and
the Lenders (as referred to and as defined in the "Credit Agreement" described
below), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES of the Credit
Agreement described below, each other financial institution which from time to
becomes a party thereto in accordance with the provisions thereof (together
with their respective successors and assigns individually, a "Lender" and,
collectively, the "Lenders") (the "Lenders" and the "Mortgagor" being sometimes
referred to individually as a "Settlor" and collectively "Settlors"), the
FINANCIAL INSTITUTIONS LISTED AS EXITING LENDERS ON THE SIGNATURE PAGES of this
Acknowledgment (the "Exiting Lenders"), and Chemical Bank, not in its
individual capacity but as trustee under that certain Trust Indenture (in such
capacity, the "Trustee") dated as of August 3, 1993 by and among the parties
hereto (the "Original Trust Indenture", and together with any amendments,
modifications, or acknowledgments thereto, the "Trust Indenture").
WHEREAS, the parties hereto have previously entered into the Original
Trust Indenture whereunder the Trustee agreed on behalf of the Settlors to hold
that certain Preferred Ship Mortgage dated as of August 3, 1993, by Mortgagor
in favor of Trustee (the "Original Mortgage", and as amended, restated,
supplemented, or otherwise modified from time to time, the "Mortgage"), which
Original Mortgage was recorded with the 8th Coast Guard District in PM Book
245, Instrument 64, and which Original Mortgage affected 100% of the interest
of Mortgagor in the vessel "Mississippi Queen", Official No. 574200, as amended
by that certain Amendment to Preferred Ship Mortgage dated as of March 31, 1995
("First Amendment") which Amendment was recorded with the 8th Coast Guard
District in PM Book 9504, Instrument 226 and as amended by that certain Second
Amendment to Preferred Ship Mortgage dated as of August 31, 1995 ("Second
Amendment") which Second Amendment was recorded with the National Vessel
Documentation Center in Book 9605, Page/Instrument 659;
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WHEREAS, Mortgagor has amended the Mortgage pursuant to a Third Amendment
to Preferred Ship Mortgage ("Third Amendment") of even date herewith by and
between Mortgagor and Trustee to reflect a decrease in the credit facility
arising under the Third Amended and Restated Credit Agreement dated of even
date herewith by and among The Delta Queen Steamboat Co. (formerly known as
DQSC-2, Inc., "DQSC"), American Classic Voyages Co. (formerly known as The
Delta Queen Steamboat Co., "ACVC"), Agent and Lenders (the "Credit Agreement");
and
WHEREAS, pursuant to the Credit Agreement, the Exiting Lenders, which were
certain of the "Lenders" under and as defined in that certain Second Amended
and Restated Credit Agreement dated as of August 31, 1995 by and among DQSC,
ACVC, Agent, and the "Lenders" thereunder, shall not participate in the credit
facilities anticipated to be provided pursuant to the Credit Agreement, and
hereafter shall thus cease to be Settlors under and with respect to the Trust
Indenture.
NOW THEREFORE, the parties hereto agree and acknowledge that the
"Mortgage" subject to the Original Trust Indenture was intended to include,
does now and will hereafter include, in addition to the Original Mortgage, any
amendments, acknowledgments and supplements to the Original Mortgage, including
the Third Amendment.
IN ADDITION, (a) each of the Exiting Lenders hereby conveys and assigns,
without recourse, any and all rights and interests, including, without
limitation, any reversionary interests, such Exiting Lenders hold under the
Trust Indenture, to each of the Lenders on pro-rata basis based upon their
respective "Commitments" under and as defined in the Credit Agreement.
(b) the parties hereto agree and acknowledge that, pursuant to the Credit
Agreement, (i) each of the Exiting Lenders shall hereafter cease to be Settlors
under the Trust Indenture, (ii) any and all references to "Lenders" or
"Settlors" in the Trust Indenture shall hereafter be deemed to exclude the
Exiting Lenders, and (iii) the Exiting Lenders shall hereafter, for all
purposes, cease to be parties to the Trust Indenture and shall have no rights,
duties, or interests thereunder.
****Intentionally Left Blank****
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All of the terms and provisions of the Original Trust Indenture, except as
may be affected hereby, shall remain in full force and effect.
TRUSTEE:
CHEMICAL BANK
as Trustee under the Trust
Indenture
By: /s/ Lisa D. Benitez
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Name: Lisa D. Benitez
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Title: Vice President
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SETTLORS:
CHEMICAL BANK
as Agent and as a Lender
By: /s/ Lisa D. Benitez
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Name: Lisa D. Benitez
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Title: Vice President
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HIBERNIA NATIONAL BANK
By: /s/ Lizette M. Terral
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Name: Lizette M. Terral
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Title: Vice President
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DEPOSIT GUARANTY NATIONAL BANK
By: /s/ Gregory A. Moore
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Name: Gregory A. Moore
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Title: Vice President
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GREAT OCEAN CRUISE LINE, INC.
By: /s/ Jordan B. Allen
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Name: Jordan B. Allen
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Title: Vice President
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EXITING LENDERS:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Brian F.X. Geraghty
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Name: Brian F.X. Geraghty
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Title: Vice President
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THE BANK OF NEW YORK
By: /s/ John C. Lambert
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Name: John C. Lambert
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Title: Vice President
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CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ David Bouhl, F.V.P.
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Name: David Bouhl, F.V.P.
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Title: Head of Corporate
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Banking Chicago
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Kenneth Sweder
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Name: Kenneth Sweder
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Title: Asst. Vice President
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