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EXHIBIT 4.(ii)(c)(11)
Contract No. MA-13049
ASSUMPTION AND SUPPLEMENT NO. 1
TO FIRST PREFERRED SHIP MORTGAGE
BY AND AMONG
GREAT AQ STEAMBOAT, L.L.C.
AS ASSUMING SHIPOWNER
XXXXX STREET WHARF
0000 XXXX XX XXX XXXXXXX XXXXX
XXX XXXXXXX, XXXXXXXXX 00000-0000
INTEREST ASSUMED 100%
GREAT AQ STEAMBOAT CO.,
XXXXX STREET WHARF
0000 XXXX XX XXX XXXXXXX XXXXX
XXX XXXXXXX, XXXXXXXXX 00000-0000
INTEREST CONVEYED 100%
AND
THE UNITED STATES OF AMERICA
REPRESENTED BY THE SECRETARY OF TRANSPORTATION, ACTING BY
AND THROUGH THE MARITIME ADMINISTRATOR
000 XXXXXXX XXXXXX, X.X.
XXXXXXXXXX, X.X. 00000
$58,165,000.00
EFFECTIVE AS OF DECEMBER 31, 1996
AMERICAN QUEEN
O.N. 1030765
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ASSUMPTION AND SUPPLEMENT NO. 1
TO
FIRST PREFERRED SHIP MORTGAGE
This Assumption and Supplement No. 1 to First Preferred Ship Mortgage
("Supplement No. 1"), relating to the AMERICAN QUEEN, Official No. 1030765 (the
"Vessel"), effective as of December 31, 1996, is made by and among Great AQ
Steamboat, L.L.C., a Delaware limited liability company, located at Xxxxx
Street Wharf, 1380 Port of Xxx Xxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000-0000
(the "Shipowner"), Great AQ Steamboat Co., Xxxxx Street Wharf, 1380 Port of Xxx
Xxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000-0000 (the "Assignor"), to the United
States of America, represented by the Secretary Transportation, acting by and
through the Maritime Administrator, 000 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X.
00000 (the "Secretary" or "Mortgagee").
WITNESSETH:
WHEREAS, on August 24, 1995, the Assignor, executed and delivered a
First Preferred Ship Mortgage to the Mortgagee (the "Mortgage"), pursuant to
which the Original Shipowner mortgaged to the Mortgagee the Vessel listed in
said Mortgage as security for, among other things, payment of the principal of
and interest on the United States Government Guaranteed Ship Financing
Obligations, consisting of 2005 Notes and 2020 Bonds (the "Obligations") issued
by the Assignor under the Indenture and to secure the payment of the principal
of and interest on the promissory note issued by the Assignor and delivered to
the Secretary originally on August 24, 1995 (the "Secretary's Note"), pursuant
to the terms and provisions of the Security Agreement dated August 24, 0000,
Xxxxxxxx Xx. XX-00000 (the "Security Agreement"); said Mortgage having been
recorded on August 24, 1995 in the Office of the United States Coast Guard
National Vessel Documentation Center, Falling Waters, West Virginia in Book NVDC
95-1, Page 179 at 3:05 p.m.; and
WHEREAS simultaneously with the delivery hereof, as a result of the
merger of the Assignor into the Shipowner and pursuant to operation of law, the
Assignor is transferring its assets, including its interest in the Vessel to the
Shipowner subject to the Mortgage, and the Shipowner is assuming all of the
covenants, promises, stipulations and agreements of the Assignor as stated in
the Mortgage; and
WHEREAS, the Shipowner and the Mortgagee have executed and delivered
the Modification and Assumption Agreement (the "Agreement"), the form of which
is attached hereto as Exhibit A, which, among other things, constitutes an
assumption of the Security Agreement; and
WHEREAS, pursuant to Endorsement No. 1 to the Secretary's Note, the
form of which is attached hereto as Exhibit B, the Shipowner has assumed the
Secretary's Note
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and obligations set forth therein, and has modified the method for calculation
of interest on the 2005 Notes; and
WHEREAS, the calculation of interest set forth in the Secretary's
Note, an exhibit to and a part of the Mortgage, has changed, and the Secretary
has required the Mortgage to be Supplemented in order to attach an Addendum to
the Secretary's Note (the "Addendum") which reflects the revised method of
calculating interest, a form of which is attached hereto as Exhibit C;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged and as security for the Guarantees and in order to secure the
payment of the above-mentioned interest on and principal of the Secretary's Note
and all other sums that may be secured by the Mortgage and the Security
Agreement, and to secure the due performance and observance of all agreements
and covenants in the Mortgage and Secretary's Note and herein contained, the
Shipowner hereby acknowledges and confirms that it has assumed and shall be
fully liable on a joint and several or solidary basis for all obligations of the
Assignor under the Mortgage and the Shipowner has granted, conveyed, mortgaged,
pledged, confirmed, assigned, transferred and set over, and by these presents
does grant, convey, mortgage, pledge, confirm, assign, transfer and set over,
unto the Mortgagee, the whole of the Vessel listed in the Recitals of this
Mortgage duly documented in the name of the Shipowner under the laws of the
United States, having its home port at the port of New Orleans, Louisiana,
together with all its engines, boilers, machinery, masts, boats, anchors,
cables, chains, rigging, tackle, apparel, furniture, capstans, outfit, tools,
pumps, pumping and other equipment and all other appurtenances thereto now or at
any time hereafter appertaining or belonging to and whether on board or not on
board and also any and all additions, improvements and replacements hereafter
made in or to the Vessel or in and to their equipment and appurtenances as
aforesaid, and the parties hereto further agree as follows:
SECTION 1. The Mortgagee hereby consents to the transfer of the
Vessel and all appurtenances thereto by the Assignor to the Shipowner, subject,
however, to the maintenance thereon of the lien of the Mortgage with first
priority and upon the due performance of the terms and conditions of this
Assumption.
SECTION 2. For all purposes, including U.S. Coast Guard record
keeping, the Shipowner shall be the owner of record of the Vessel and the
Shipowner agrees the Vessel shall be redocumented in its name as owner thereof
on the date hereof with her home port at New Orleans, Louisiana.
SECTION 3. The Shipowner hereby covenants promises and agrees (i) to
pay the unpaid principal of and interest on the Secretary's Note when the same
may be due and payable in accordance with and subject to the terms of the
Security Agreement, the Mortgage, and the Secretary's Note, and all other sums
which may be secured by the Mortgage, as assumed by this Supplement No. 1 and
the Security Agreement, and (ii) to observe each and every covenant, agreement
and condition of the Mortgage which by the terms thereof are to be performed or
observed by the Shipowner thereunder.
SECTION 4. The Mortgagee releases and discharges the Assignor from
each and every obligation to be performed by the Mortgagor under the Mortgage.
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SECTION 5. Assignor agrees that at any time and from time to time,
upon written request of the Shipowner, Assignor will promptly and duly execute
any and all such further action as the Shipowner may reasonably request in order
to obtain the full benefits of this Assignment and of the rights and powers
herein granted.
SECTION 6. The provisions of the Addendum, annexed hereto as Exhibit
C are incorporated herein by reference and a true copy of the form of the
Addendum is annexed hereto.
SECTION 7. For the purposes of 46 U.S.C. 31321(b)(3), the amount of
the direct or contingent obligations that are or may be secured by the Mortgage,
excluding interest, expenses and fees is the total amount of Fifty Eight Million
One Hundred and Sixty Five Thousand Dollars ($58,165,000.00) and the total
amount of the Secretary's Note on the date hereof is Fifty Eight Million One
Hundred and Sixty Five Thousand Dollars ($58,165,000.00) and, therefore, the
total amount of the Mortgage as assumed by this Supplement No. 1 is
$58,165,000.00 and interest (and premium, if any) and performance of mortgage
covenants. The date of maturity, June 2, 2020, remains unchanged and the
discharge amount is the same as the reduced total amount. The interest of the
Shipowner in the Vessel is 100%. The interest mortgaged with respect to the
Vessel is 100%. Nothing herein shall constitute a novation, release, termination
or reissuance of the Mortgage, or a novation of the indebtedness evidenced by
the Secretary's Note.
SECTION 8. All of the covenants and agreements on the part of the
Shipowner which are set forth in, and all the rights, privileges, powers and
immunities of the Mortgagee which are provided for in, the Mortgage and the
Security Agreement attached hereto are incorporated herein and shall apply to
the Shipowner with the same force and effect as though set forth at length in
this Supplement No. 1. Terms used herein and not otherwise defined herein are
used as defined in Schedule X attached to the Security Agreement.
SECTION 9. The execution and delivery of this instrument have been
duly authorized and all conditions and requirements necessary to make this
instrument a valid and binding agreement and to effect the assumption of the
Mortgage provided herein and to continue the Mortgage, as assumed by this
instrument, as a valid, binding and legal first preferred ship mortgage for the
security of the Secretary's Note, have been duly performed and complied with;
SECTION 10. The Mortgage is in all respects ratified and confirmed,
and all of the terms, provisions and conditions thereof shall be and remain in
full force and effect except as specifically amended hereby.
IN WITNESS WHEREOF, this instrument has been executed on the date below
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indicated and is effective as of the day and year first above written.
ASSIGNOR:
GREAT AQ STEAMBOAT CO., a Delaware
corporation
By: Great AQ Steamboat, L.L.C., a Delaware
limited liability company, successor by
merger to Great AQ Steamboat Co.
By: The Delta Queen Steamboat Co., a
Delaware corporation, a Managing
Member
By: /S/ Jordan X. Xxxxx
---------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
By: DQSB II, Inc., a Delaware
corporation, a Managing Member
By: /S/ Jordan X. Xxxxx
---------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
Date: March 25, 1997
SHIPOWNER:
GREAT AQ STEAMBOAT, L.L.C., a
Delaware limited liability company
By: The Delta Queen Steamboat Co., a
Delaware corporation, a Managing
Member
By: /S/ Jordan X. Xxxxx
---------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
Date: March 25, 1997
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By: DQSB II, Inc., a Delaware corporation, a
Managing Member
By: /S/ Jordan X. Xxxxx
------------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
Date: March 25, 0000
XXXXXX XXXXXX XX XXXXXXX
SECRETARY OF TRANSPORTATION
By: Maritime Administrator, as Mortgagee
By: /S/ Xxxx X. Xxxxxxx
--------------------------------
Secretary
Maritime Administrator
Date: March 26, 1997
ATTEST:
/S/ Xxxxxxxx X. Xxxxx
-------------------------------
Assistant Secretary
Maritime Administation
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ACKNOWLEDGMENTS
STATE OF ILLINOIS)
) SS.:
COUNTY OF XXXX )
On this 25th day of March, 1997, before me personally appeared Jordan X.
Xxxxx, known to me to be the person whose name is subscribed to the foregoing
instrument and who, being by me duly sworn, did depose and say that he is Senior
Vice President of The Delta Queen Steamboat Co. and DQSB II, Inc., the Managing
Members of GREAT AQ STEAMBOAT, L.L.C., a Delaware limited liability company,
successor by merger and operation of law to Great AQ Steamboat Co., a Delaware
corporation, and acknowledged to me that he executed the same on behalf of said
companies for the purposes and consideration therein expressed and as the free
and voluntary act and deed of himself and said companies.
/S/ Xxxxxx Xxxxxxx
(SEAL) --------------------------
Notary Public
My commission expires: 4/28/00
STATE OF ILLINOIS)
) SS.:
COUNTY OF XXXX )
On this 25th day of March, 1997, before me personally appeared Jordan
X. Xxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument and who, being by me duly sworn, did depose and say that
he is Senior Vice President of The Delta Queen Steamboat Co. and DQSB II, Inc.,
the Managing Members of GREAT AQ STEAMBOAT, L.L.C., a Delaware limited
liability company, and acknowledged to me that he executed the same on behalf
of said companies for the purposes and consideration therein expressed and as
the free and voluntary act and deed of himself and said companies.
/S/ Xxxxxx Xxxxxxx
(SEAL) ---------------------------
Notary Public
My commission expires: 4/28/00
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DISTRICT OF COLUMBIA )
) SS.:
CITY OF WASHINGTON )
I, the undersigned, a Notary Public in and for the District of Columbia, do
hereby certify that Xxxx X. Xxxxxxx, Maritime Administration, the United States
of America, personally appeared before me in said District, the aforesaid
officer being personally well known to me as the person who executed the
Assumption and Supplement No. 1 to First Preferred Ship Mortgage hereto annexed
and acknowledged the same to be his free act and deed as said officer on behalf
of the United States of America.
GIVEN under my hand and seal this 26th day of March, 1997.
/S/ Xxxxxxx X. Xxxxx
---------------------------
Notary Public
(Notorial Stamp and Seal)
My Commission Expires: 6/14/01
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