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EXHIBIT 10(iv)(a)(4)
GUARANTY
This guaranty ("Guaranty") is made as of May 1, 1999 by The Delta
Queen Steamboat Co. ("Guarantor") in favor of Atlantic Marine Inc. ("AMI").
WHEREAS, AMI and Coastal Queen Holdings, L.L.C. (the "Owner") are
parties to that certain Construction Contract dated May 1, 1999 (the
"Construction Contract") pursuant to which AMI agrees to construct for the Owner
the Coastal Queen Class Vessels described therein and Owner agrees to pay the
Contract Price and perform the other obligations of the Owner as set forth
therein. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings described to them in the Construction Contract.
WHEREAS, the Guarantor owns 100% of the stock of the Owner and will
derive both direct and indirect benefits from the Construction Contract; and
WHEREAS, as a condition to AMI's willingness to enter into the
Construction Contract with the Owner, AMI has required that the Guarantor enter
into this Guaranty.
NOW, THEREFORE, in consideration of the premises set forth herein and
other good and valuable consideration, the receipt and sufficiency which are
hereby acknowledged, the Guarantor agrees as follows:
1. Guaranty. For value received, the Guarantor unconditionally and
irrevocably guarantees for the benefit of AMI the full and prompt payment when
due of the Contract Price as provided for in the Construction Contract and all
other obligations of the Owner to AMI under the Construction Contract.
2. Obligations Unconditional. The Guarantor hereby agrees that its
obligation under this Guaranty shall be unconditional and shall include all
present and
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future obligations of Owner to AMI under the Construction Contract, as same may
presently exist or as altered, amended or changed in the future and Guarantor
does hereby waive notice of default, notice of alteration, amendment or change
to the Construction Contract and further agrees that in the event of default by
Owner under said Construction Contract, AMI may, at its option, then and there
demand payment and performance from Guarantor of all of Owner's obligations
under the Construction Contract. Guarantor does hereby waive notice of
acceptance by AMI.
3. Choice of Law; Venue. This Guaranty shall be governed by and
interpreted under the laws applicable in the State of Florida. AMI and Guarantor
agree that any suit from enforcement of this Guaranty shall be brought in a
federal court sitting in Orlando, Florida and AMI and Guarantor consent to the
exclusive jurisdiction of such court and the service of process in any such suit
being made upon such party by mail at the address specified in Section 14.5 of
the Construction Contract. AMI and Guarantor hereby waive any objection that
they may now or hereafter have to the venue of any such suit or any such court
or that such suit is brought in an inconvenient court.
IN WITNESS WHEREOF, this Guaranty has been duly executed by the
Guarantor as of the day and year first set forth above.
THE DELTA STEAMBOAT CO.
/s/ Jordan X. Xxxxx
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By: Jordan X. Xxxxx
Title: Executive Vice President
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