SECOND MODIFICATION OF CREDIT AND SECURITY AGREEMENT AND
OTHER LOAN DOCUMENTS
THIS SECOND MODIFICATION OF CREDIT AND SECURITY AGREEMENT AND OTHER LOAN
DOCUMENTS ("FIRST MODIFICATION") is made as of the 31st day of October, 1996, by
and between FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association
("LENDER"), with offices at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000,
and EUROPA CRUISES CORPORATION, a Delaware corporation ("EUROPA PARENT"), EUROPA
CRUISES OF FLORIDA 1, INC., a Delaware corporation ("EUROPA FLORIDA 1"), EUROPA
CRUISES OF FLORIDA 2, INC., a Delaware corporation ("EUROPA FLORIDA 2"),
EUROPASKY CORPORATION, a Delaware corporation ("EUROPASKY"), and EUROPA
STARDANCER CORPORATION, a Delaware corporation ("EUROPA STARDANCER")
(individually, jointly and severally, and collectively, "BORROWER"), each with
its principal executive office located at, and having a mailing address of, 000
- 000xx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000.
RECITALS:
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I. Pursuant to the terms of that certain Credit and Security Agreement dated
as of May 23, 1995, executed by and between Borrower and Lender, as modified
pursuant to that certain First Modification of Credit and Security Agreement and
Other Loan Documents dated as of August 25, 1995, executed by and between
Borrower and Lender, as amended and restated pursuant to that certain Amended
and Restated First Modification of Credit and Security Agreement and Other Loan
Documents ("AMENDED AND RESTATED FIRST MODIFICATION"), dated as of July 2, 1996,
executed by and between Borrower and Lender (as further modified from time to
time, "AGREEMENT"), Lender made a term loan to Borrower in the principal amount
of $6,446,331.67 ("TERM LOAN").
A. Borrower has requested to make, and Lender has agreed accept, a
partial prepayment of the Term Loan ("PREPAYMENT").
B. As a condition to Lender's acceptance of the Prepayment, Lender has
required that Borrower execute and deliver or cause the execution and delivery
to Lender of certain loan modification documents in connection therewith.
C. As a further condition to Lender's acceptance of the Prepayment,
Lender has required the modification of the Other Agreements (as defined in the
Agreement) executed in connection with the Term Loan.
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AGREEMENT:
NOW, THEREFORE, in order to induce Lender to accept the Prepayment, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower and Lender hereby agree as follows:
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1. GENERAL.
1.1 AFFIRMATION OF RECITALS. The foregoing Recitals are true and
correct.
1.2 DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in Section 2.2 hereof and in the
Agreement.
1.3 AFFIRMATION OF NO DEFENSES. Borrower acknowledges and agrees that
its obligations under the Agreement and all Other Agreements are not subject to
any defense, counterclaim, setoff, right of recoupment or abatement, or other
claim against Lender for any matter occurring or arising on or before the date
of this First Modification.
1.4 AFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Borrower represents
and warrants to Lender that, except as described in SCHEDULE 1 attached hereto:
(a) all of its representations and warranties to Lender in the Agreement and all
Other Agreements are true and correct on this date, as if made on this date,
except to the extent any of them expressly relate to an earlier date; (b)
Borrower is not in default under the Agreement or Other Agreements except for
covenant defaults waived in writing by Lender, and no event has occurred that
with notice or lapse of time or both would constitute an Event of Default; and
(c) since the date of the most recent financial statements delivered to Lender,
there has not been any material adverse change in Borrower's financial
condition.
1.5 AFFIRMATION OF SURVIVAL. Borrower acknowledges and agrees that
Sections 3 and 7.3 of the Amended and Restated First Modification remain in full
force and effect.
1.6 NO WAIVER. Except as expressly provided herein, by its execution of
this First Modification, Lender does not waive, relinquish or release Borrower
from any of Borrower's representations, warranties, or covenants made pursuant
to the Agreement, nor does Lender waive any default or Event of Default of
Borrower under the Agreement and the Other Agreements, whether or not disclosed
to Lender pursuant to Section 1.4 hereof or otherwise; and no waiver of any
default or Event of Default shall be effective unless expressly made in writing
by Lender.
2. MODIFICATION OF CREDIT AND SECURITY AGREEMENT.
2.1 INCORPORATION OF SECOND MODIFICATION. All the foregoing terms and
provisions of this Second Modification are hereby incorporated into, and made a
part of, the Agreement.
2.2 DEFINITIONS. Section 1.1 of the Agreement is hereby modified as
follows:
a. The definition of "Maturity Date" is replaced in its entirety
with the following:
"MATURITY DATE: August 23, 2002, or such earlier date
resulting from a prepayment of the Term Loan and any adjustment of
the Amortization Schedule attached to the Term Note."
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b. The following definition is added:
"SECOND MODIFICATION: that certain Second Modification of
Credit and Security Agreement and Other Loan Documents dated as of
October 31, 1996, executed by and between Lender and Borrower."
2.3 MODIFICATIONS TO SECTION 8.2 OF THE AGREEMENT: Section 8.2 of the
Agreement is hereby modified as follows:
a. Section 8.2(i) is hereby modified to permit the lien by Europa
Florida 2 of the Vessel "Europa Sun" in favor of DDC-MTU Financial Services,
securing a maximum principal amount of $2,250,000.00.
b. Section 8.2(n) is hereby replaced in its entirety with the
following:
"at any time during the term of the Loan, permit net
income plus interest, taxes, depreciation, amortization, and
reduction in unearned employee stock ownership plan shares
less cash dividends to be equal to or less than 1.25 times the
sum of current maturities of long-term debt and capitalized
leases plus interest expense, measured quarterly based upon
the results of the previous four quarters on a rolling basis,
with the first measurement date being the four quarters ending
December 31, 1996;"
3. MODIFICATION OF OTHER LOAN DOCUMENTS.
3.1 MODIFICATION OF OTHER AGREEMENTS. The Other Agreements are hereby
modified so that (a) all references therein to the Agreement shall refer
to the Agreement, as modified by this Second Modification, and (b) all
references to any Other Agreements shall refer to the Other Agreements, as
modified hereby.
4. MISCELLANEOUS.
4.1 RATIFICATION. Except as modified herein, the Agreement and Other
Agreements remain in full force and effect without modification thereto and are
hereby ratified and affirmed.
4.2 NO NOVATION. This Second Modification will not constitute a novation
nor have the effect of discharging any liability or obligation evidenced by the
Agreement or Other Loan Agreements.
4.3 BORROWER'S WAIVER AND RELEASE OF LENDER. Borrower, on behalf of
itself and its successors, assigns, heirs and personal representatives, and any
and all other entities and persons claiming rights by or through the Borrower or
such other persons or entities, hereby acquits, releases and forever discharges
Lender and its affiliated corporations, and all of its current and former
directors, officers, agents, employees, principals, servants, attorneys and
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shareholders, and their successors, assigns, heirs and personal representatives,
from any and all manner of actions and causes of action, suits, rights, damages,
claims, pecuniary losses, debts, costs, expenses and attorneys' and other fees
whatsoever, in law or in equity, which Borrower ever had, may now have or may
hereafter have, whether known or unknown, foreseen or unforeseen, relating to or
arising in any way out of the Agreement or Other Agreements or any other
relationships between the parties, including any course of conduct, course of
dealing, verbal and written statement and actions and omissions of any kind in
connection with the Loan or any other relationship between the parties,
occurring at any time prior to or on the date hereof.
4.4 GOVERNING LAW. This Second Modification shall be governed by, and
construed in accordance with, the laws of the State of Florida.
4.5 SUCCESSORS AND ASSIGNS. This Second Modification shall be binding
upon, and shall inure to the benefit of, Borrower and Lender and their
respective successors and assigns.
4.6 WAIVER OF JURY TRIAL. NO PARTY TO THIS SECOND MODIFICATION NOR ANY
ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE PARTIES SHALL SEEK A
JURY TRIAL IN ANY LAW SUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION
PROCEDURE BASED UPON OR ARISING OUT OF THIS FIRST MODIFICATION, ANY RELATED
AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED
HEREBY OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR ANY
OF THEM. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY
TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED
BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.
NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
IN WITNESS WHEREOF, Borrower and Lender have executed this Second
Modification as of the date first set forth above.
BORROWER:
EUROPA CRUISES CORPORATION, a Delaware
corporation
By:_______________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
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SIGNATURE PAGE TO SECOND MODIFICATION OF CREDIT AND SECURITY
AGREEMENT AND OTHER LOAN DOCUMENTS CONTINUED
EUROPA CRUISES OF FLORIDA 1, INC., a Delaware
corporation
By:_______________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
EUROPA CRUISES OF FLORIDA 2, INC., a Delaware
corporation
By:_______________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
EUROPASKY CORPORATION, a Delaware corporation
By:_______________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
EUROPA STARDANCER CORPORATION, a Delaware
corporation
By:_______________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
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SIGNATURE PAGE TO SECOND MODIFICATION OF CREDIT AND SECURITY
AGREEMENT AND OTHER LOAN DOCUMENTS CONTINUED
LENDER:
FIRST UNION NATIONAL BANK OF FLORIDA, a
national banking association
By: ____________________________________________
Xxxxx X. Xxxxxxx
Senior Vice President
STATE OF VIRGINIA
COUNTY OF FAIRFAX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA CRUISES CORPORATION,
a Delaware corporation. He is personally known to me or has produced
_____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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XXXXX XX XXXXXXXX
XXXXXX XX XXXXXXX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA CRUISES OF FLORIDA 1,
INC., a Delaware corporation. He is personally known to me or has produced
________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
STATE OF VIRGINIA
COUNTY OF FAIRFAX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA CRUISES OF FLORIDA 2,
INC., a Delaware corporation. He is personally known to me or has produced
________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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XXXXX XX XXXXXXXX
XXXXXX XX XXXXXXX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPASKY CORPORATION, a
Delaware corporation. He is personally known to me or has produced
_____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
STATE OF VIRGINIA
COUNTY OF FAIRFAX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA STARDANCER
CORPORATION, a Delaware corporation. He is personally known to me or has
produced _____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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STATE OF MISSISSIPPI
COUNTY OF XXXXXXX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxx X. Xxxxxxx, as Senior Vice President of FIRST NATIONAL
BANK OF FLORIDA, a national banking association. He is personally known to me or
has produced _____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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SCHEDULE 1
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THIS NOTE IS GIVEN IN RENEWAL OF THAT CERTAIN PROMISSORY NOTE DATED MAY 23,
1995, IN THE PRINCIPAL AMOUNT OF $6,446,331.67, MADE BY MAKER PAYABLE TO THE
ORDER OF LENDER AND DOES NOT CONSTITUTE NEW INDEBTEDNESS.
________________________________________________________________________________
RENEWAL PROMISSORY NOTE
$5,164,887.26 Alexandria, Virginia
October 31, 1996
FOR VALUE RECEIVED, the undersigned, EUROPA CRUISES CORPORATION, a Delaware
corporation, EUROPA CRUISES OF FLORIDA 1, INC., a Delaware corporation, EUROPA
CRUISES OF FLORIDA 2, INC., a Delaware corporation, EUROPASKY CORPORATION, a
Delaware corporation, and EUROPA STARDANCER CORPORATION, a Delaware corporation
(collectively, "MAKER"), jointly and severally promise to pay to the order of
FIRST UNION NATIONAL BANK OF FLORIDA, a
national banking association ("LENDER"), in lawful money of the United States of
America, in immediately available funds, at the principal office of Lender at
000 Xxxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000 or at such other location as the
Lender may designate from time to time, the principal sum of FIVE MILLION ONE
HUNDRED SIXTY-FOUR THOUSAND EIGHT HUNDRED EIGHTY-SEVEN AND 26/100 DOLLARS
($5,164,887.26), together with interest thereon, as described below.
This Note is issued pursuant to that certain Credit and Security Agreement dated
as of May 23, 1995, executed by and between Lender and Maker, as modified by (1)
that certain First Modification of Credit and Security Agreement and Other Loan
Documents dated as of August 25, 1995, executed by and between Lender and Maker,
as amended and restated pursuant to that certain Amended and Restated First
Modification of Credit and Security Agreement and Other Loan Documents dated as
of July 2, 1996, executed by and between Lender and Maker, and (2) that certain
Second Modification of Credit and Security Agreement and Other Loan Documents
dated as of even date herewith executed by and between Lender and Maker (as
further modified from time to time, "CREDIT AGREEMENT"), the terms of which are
incorporated herein by reference. The Credit Agreement contains provision, among
things, for the acceleration of the stated maturity of this Note upon the
happening of certain events set forth therein. Capitalized terms used in this
Note, unless otherwise defined herein, shall have the meaning given such terms
in the Credit Agreement.
Interest shall accrue from the date hereof on the average daily outstanding
principal balance hereof at a variable rate per annum (based on a year of 360
days and actual days elapsed) which shall at all times equal the LIBOR Rate PLUS
three hundred twenty-five (325) basis points.
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The outstanding principal balance hereof together with interest thereon shall be
due and payable as follows:
(a) principal, in the amounts set forth on the Amortization
Schedule attached hereto and hereby made a part hereof, plus accrued and unpaid
interest, shall be due on the dates specified on the Amortization Schedule
attached hereto and hereby made a part hereof; and
(b) the outstanding principal balance hereof, together with all
accrued and unpaid interest and charges thereon, shall be due and payable in
full on August 23, 2002, or such earlier date resulting from a prepayment of
this Note and any adjustment of the Amortization Schedule attached to this Note
("MATURITY DATE").
Any payment of principal or interest not made within ten (10) days following the
date due shall bear interest at a rate per annum (based on a year of 360 days
and actual days elapsed) which shall be the sum of the rate of interest stated
above PLUS four percent (4.0%) ("Default Rate"). The Default Rate shall continue
to apply whether or not judgment shall be entered on this Note. In addition, in
the event of the failure to make any payment of principal or interest within ten
(10) days following the due date for such payment pursuant hereto, Maker shall
pay to Lender a late charge equal to five percent (5.0%) of such payment, upon
demand.
If any payment of principal or interest on this Note shall become due on a
Saturday, Sunday or on any other day on which Lender is not open for business,
such payment shall be made on the next succeeding Business Day.
This Note may be prepaid in whole or in part at any time; provided however, a
termination fee may be charged as provided in the Credit Agreement.
All payments received by Lender hereunder shall be applied first to unpaid
interest and other charges payable by Maker and second to the principal balance
hereof.
In no contingency or event whatsoever shall the interest rate charged pursuant
to the terms of this Note exceed the highest rate permissible under applicable
state and federal law. In the event that Lender has received interest hereunder
in excess of the highest allowed rate, Lender shall promptly refund such excess
interest to Maker.
Maker hereby waives presentment, demand, protest and notice of any kind in
connection with this Note.
This Note shall bind Maker and its successors and assigns, and the benefits
hereof shall inure to the benefit of Lender and its successors and assigns. All
references herein to the "Maker" and "Lender" shall be deemed to apply to the
Maker and Lender, respectively, and their respective successors and assigns.
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This Note, for all purposes, shall be governed by, and construed in accordance
with, the laws of the State of Florida. In the event any provision of this Note
shall be prohibited or invalid under applicable 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 Note.
WAIVER OF JURY TRIAL. NO PARTY TO THIS NOTE OR ANY ASSIGNEE, SUCCESSOR, HEIR OR
PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR
ARISING OUT OF THIS NOTE, ANY RELATED AGREEMENT OR INSTRUMENT, ANY SECURITY FOR
THE INDEBTEDNESS EVIDENCED HEREBY OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR
AMONG THE PARTIES, OR ANY OF THEM. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE
BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE
SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO
ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.
IN WITNESS WHEREOF, Maker has executed this Note as of the date first set forth
above.
EUROPA CRUISES CORPORATION, a
Delaware corporation
By:_________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
EUROPA CRUISES OF FLORIDA 1, INC., a
Delaware corporation
By:_________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
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EUROPA CRUISES OF FLORIDA 2, INC., a
Delaware corporation
By:_________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
EUROPASKY CORPORATION, a Delaware
corporation
By:_________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
EUROPA STARDANCER CORPORATION, a
Delaware corporation
By:_________________________________________
Xxxxxx X. Xxxxxxx, its President
[CORPORATE SEAL]
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STATE OF VIRGINIA
COUNTY OF FAIRFAX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA CRUISES CORPORATION,
a Delaware corporation. He is personally known to me or has produced
_____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
STATE OF VIRGINIA
COUNTY OF FAIRFAX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA CRUISES OF FLORIDA 1,
INC., a Delaware corporation. He is personally known to me or has produced
________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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XXXXX XX XXXXXXXX
XXXXXX XX XXXXXXX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA CRUISES OF FLORIDA 2,
INC., a Delaware corporation. He is personally known to me or has produced
________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
STATE OF VIRGINIA
COUNTY OF FAIRFAX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPASKY CORPORATION, a
Delaware corporation. He is personally known to me or has produced
_____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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XXXXX XX XXXXXXXX
XXXXXX XX XXXXXXX
The foregoing instrument was acknowledged before me this ____ day of
October, 1996, by Xxxxxx X. Xxxxxxx as President of EUROPA STARDANCER
CORPORATION, a Delaware corporation. He is personally known to me or has
produced _____________________________________________ as identification.
My Commission Expires: __________________________________________
Notary Public (Signature)
(AFFIX NOTARY SEAL) __________________________________________
(Printed Name)
__________________________________________
(Title or Rank)
__________________________________________
(Serial Number, if any)
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