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EXHIBIT 10.53
SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE
THIS SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE (the
"Amendment") is made as of this 22nd day of April, 1999, by and between LEISURE
TIME CRUISE CORPORATION, a Colorado corporation whose address is 0000
Xxxxxxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 (the "Mortgagor"), and FOOTHILL
CAPITAL CORPORATION, a California corporation whose address is 00000 Xxxxx
Xxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 (the
"Mortgagee").
RECITALS
A. Mortgagee provided a $3,000,000.00 loan to Mortgagor (the "Original
Loan").
B. The Original Loan is evidenced by that certain Secured Promissory
Note, dated October 9, 1998, executed by Mortgagor in favor of Mortgagee ("Term
Note"), and is secured by, among other collateral, the Vessel described in that
certain First Preferred Ship Mortgage, dated October 9, 1998, executed by
Mortgagor in favor of Mortgagee and filed on October 14, 1998, in the National
Documentation Center of the United States Coast Guard, Book 98-92, Page 256 (the
"Mortgage"). All initially capitalized terms not otherwise defined herein shall
have the meanings set forth in the Mortgage.
C. The Vessel covered by the Mortgagee is as follows:
Name: Leisure Lady
Official No.: 671576
Hailing Port: NEW YORK, NEW YORK
Gross Tons: 88
Net Tons: 88
Built: 1984 (Chesapeake Shipbuilding, Maryland)
Length Overall: 137.0 feet
Depth: 7.5 feet
D. At the Mortgagor's request, Mortgagee has agreed to provide (i) a
term loan to an affiliate of Mortgagor, Leisure Express Cruise, L.L.C., a
Colorado limited liability company ("Leisure Express"), in the amount of
$2,100,000.00 (the "Leisure Express Term Loan"), and (ii) a term loan to a
wholly-owned subsidiary of Mortgagor, Florida Casino Cruises, Inc., a Georgia
corporation ("Florida Casino"), in the amount of $3,225,000 (the "Florida Casino
Term Loan"). The Leisure Express Term Loan is evidenced by a Secured Promissory
Note in the original principal sum of $2,100,000.00
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executed by Leisure Express in favor of Mortgagee (the "Leisure Express Term
Note"), and the Florida Casino Term Loan is evidenced by a Secured Promissory
Note in the original principal sum of $3,225,000 executed by Florida Casino in
favor of Mortgagee (the "Florida Casino Term Note"). In connection with both the
Leisure Express Term Loan and the Florida Casino Term Loan, Mortgagor has
executed, or will be executing, a Continuing Guaranty in favor of Mortgagee (the
"Guaranty").
E. To induce Mortgagee to provide the Leisure Express Term Loan and the
Florida Casino Term Loan, Mortgagor has agreed that the Vessel and all other
collateral described in the Mortgage and the Security Agreement shall continue
to secure the Original Loan, and will now also secure Mortgagor's obligations
under the Guaranty.
AGREEMENT
NOW, THEREFORE, in consideration of the above-referenced facts
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Mortgagee and Mortgagor hereby agree as follows:
1. Amendments to the Mortgage. The Mortgage is hereby amended
as follows:
1.1 References to "Mortgage Amount". All references in the
Mortgage to "Mortgage Amount" or "Principal Sum" shall be deemed to mean the
Original Loan and all of the obligations of Mortgagor under the Guaranty, for a
total principal amount of $8,325,000.00.
1.2 References to "Security Agreement". All references in the
Mortgage to "Security Agreement" shall be deemed to mean the Security Agreement
as amended by (i) Amendment No. 1 to Loan Documents, executed by Mortgagor and
Mortgagee, of even date hereof, and (ii) all further amendments, modifications,
and supplements thereof entered into from time to time.
1.3 References to "Note". All references in the Mortgage to
"Note" shall be deemed to mean, collectively, the Term Note and/or the Guaranty,
as applicable in the context of the sentence in which such terms appear.
1.4 References to "Secured Obligations". All references in the
Mortgage to "Secured Obligations" shall be deemed to include (in addition to the
all of the obligations referred to in the Mortgage) all interest, monthly
service fees, all late charges, and other sums now or hereafter owing in
connection with the Guaranty. The total amount of the Mortgage, as amended
hereby, is $8,325,000.00, excluding interest, monthly service fees, expenses and
other fees. The interest of Mortgagor in the Vessel
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is the entire 100% and the interest mortgaged covers the entire 100% interest in
the Vessel.
1.5 Other Defined Terms. All references to the defined term
"Mortgage" or "First Preferred Ship Mortgage" in the Mortgage or other Loan
Documents shall be deemed to mean the Mortgage as amended by this Amendment.
1.6 Full Force and Effect. All provisions of the Mortgage not
otherwise amended by this Amendment shall remain in full force and effect and
are hereby ratified by the Mortgagor and Mortgagee.
2. Miscellaneous Provisions.
2.1 Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
2.2 Counterparts. This Amendment may be executed and
acknowledged in any number of counterparts and each such counterpart shall be
deemed to be an original.
2.3 Severability. Any provision in this Amendment that is
inoperative, unenforceable, or invalid in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such inoperation,
unenforceability, or invalidity without affecting the remaining provisions
hereof or affecting the operation, enforceability, or validity of such provision
in any other jurisdiction.
2.4 Interpretation. The parties agree that each party and its
counsel have reviewed and revised this Amendment and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Amendment or any
amendment hereto or thereto or exhibits herein or therein.
2.5 Entire Agreement; Amendment. The Mortgage together with
the other Loan Documents, as amended and modified by this Amendment, reflect the
entire agreement between the parties and no alteration or amendment of any or
all thereof shall be effective unless in writing and signed by the parties
sought to be charged or bound thereby, and each and every portion of each Loan
Document shall apply to and bind the respective representatives, successors and
assigns of the parties hereto.
2.6 Applicable Law. This instrument shall be construed in
accordance with the statutory and maritime law of the United States, and, where
such law is silent or inapplicable, then under the laws of the State of
California.
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[signatures on next page]
IN WITNESS WHEREOF, this Amendment has been executed as of the
date first written above.
"Mortgagor"
Attest: LEISURE TIME CRUISE CORPORATION,
a Colorado corporation
By: /s/ By: /s/
--------------------------- ----------------------------------
Print Name: Print Name:
Title: Title:
"Mortgagee"
Attest: FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ By: /s/
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Print Name: Print Name:
Its: Its:
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ACKNOWLEDGMENT
STATE OF _______________
COUNTY OF _____________
BEFORE ME, the undersigned authority, personally appeared ____________________
____________, to me well known and known to be the person described in and who
executed foregoing instrument, and acknowledged to and before me that he
executed said instrument for the purpose therein expressed.
WITNESS my hand and official seal this_________day of_________________, 1999.
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NOTARY PUBLIC
My Commission Expires:______________
ACKNOWLEDGMENT
STATE OF _______________
COUNTY OF _____________
BEFORE ME, the undersigned authority, personally appeared __________________
______________, to me well known and known to be the person described in and
who executed foregoing instrument, and acknowledged to and before me that he
executed said instrument for the purpose therein expressed.
WITNESS my hand and official seal this_________day of_________________, 1999.
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NOTARY PUBLIC
My Commission Expires:_______________
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