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EXHIBIT 10.viii
Execution Copy
WAIVER
to
AMENDED AND RESTATED
CREDIT AGREEMENT
dated as of September 14, 2000
This Waiver, dated as of August 14, 2001, to the Amended and
Restated Credit Agreement, dated as of September 14, 2000, is entered into by
THE DELTA QUEEN STEAMBOAT CO., the financial institutions from time to time
parties thereto and The Chase Manhattan Bank, as Agent (the "Credit Agreement").
Capitalized terms used herein, but not otherwise defined herein, shall have the
respective meanings assigned to such terms in the Credit Agreement.
1. Waiver. The Lenders hereby specifically waive the (i) violation
of Section 8.01 of the Credit Agreement and any Event of Default or Potential
Event of Default caused thereby to the extent such violation or Event of Default
or Potential Event of Default was caused by the Borrower's failure to maintain
the Bank Indebtedness Leverage Ratio as of the end of the fiscal quarter ended
on June 30, 2001 and (ii) the violation of Section 5.01(f) of the Credit
Agreement and any Event of Default or Potential Event of Default caused thereby
to the extent such violation or Event of Default or Potential Event of Default
was caused by the Borrower's failure to comply with the reporting and Officer's
Certificate delivery requirements contained in such Section with respect to the
noted violation of Section 8.01. This specific waiver applies only to the
above-specified violations and Events of Default or Potential Events of Default.
In consideration of the foregoing waiver, the Borrower hereby agrees that
concurrently with its execution hereof, the Borrower will repay the outstanding
Revolving Loans, together with accrued and unpaid interest thereon and all
amounts owing in connection therewith pursuant to Section 2.09(d) of the Credit
Agreement, in an amount sufficient to reduce the aggregate Revolving Credit
Exposures (other than the LC Exposures) to zero.
2. Voluntary Reduction in Commitments. Pursuant to Section 2.02(d)
of the Credit Agreement, the Borrower hereby notifies the Agent of the
voluntary, permanent reduction in the Commitments, as of the effective date
hereof, in an amount sufficient to reduce the aggregate Commitments to
$10,000,000. The Agent and each of the Lenders hereby waives prior written
notice of such reduction.
3. Assignments. Immediately following the receipt by the Agent of
the payment referred to in Section 1(a) above, National City Bank of
Michigan/Illinois and Hibernia National Bank will, in accordance with the
procedures set forth in Section 11.02 of the Credit Agreement, each assign to
The Chase Manhattan Bank, and The Chase Manhattan Bank shall accept, 100% of
such Lender's right, title and interest in and to their respective Commitments.
Each of the Borrower and the Agent hereby consent to such assignments.
4. Effectiveness. This Waiver shall become effective as of the date
on which the Agent shall have received (i) a copy of this Waiver duly executed
by the Borrower and the Requisite Lenders, together with the Consent attached
hereto executed by the Parent and the
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Borrower Subsidiaries named thereon (ii) a copy of that certain Amendment No. 1
to the Credit Agreement, dated as of August 14, 2001, duly executed by the
Borrower and the Requisite Lenders, together with the Consent attached thereto
executed by the Parent and the Borrower Subsidiaries named thereon, and (iii)
the repayment described in Section 1 above.
5. Representation and Warranty. The Borrower hereby represents and
warrants that this Waiver constitutes the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms, and
that after giving effect to this Waiver, no Event of Default or Potential Event
of Default has occurred and is continuing.
6. Effect Upon Loan Documents. The specific waiver set forth herein
is limited to the express circumstances described herein and shall not be
construed to constitute (i) a waiver of any other event, circumstance or
condition or of any other right or remedy available to the Agent or any Lender
pursuant to the Credit Agreement or any other Loan Document or (ii) a consent to
any departure by the Borrower or any Subsidiary from any other term or
requirement of the Credit Agreement. Except as expressly set forth herein, all
terms and conditions of the Credit Agreement, the other Loan Documents and the
other documents and agreements executed by the Borrower in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed in
all respects. This Waiver shall constitute a Loan Document.
7. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
8. Counterparts. This Waiver may be executed by the parties
hereto on separate counterparts and each of said counterparts taken together
shall be deemed to constitute one and the same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Waiver has been duly executed as of the date
set forth above.
THE DELTA QUEEN STEAMBOAT CO.,
as Borrower
By: _______________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: _______________________________
Name:
Title:
HIBERNIA NATIONAL BANK,
as a Lender
By: _______________________________
Name:
Title:
NATIONAL CITY BANK OF MICHIGAN/ILLINOIS,
as a Lender
By: _______________________________
Name:
Title:
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CONSENT
Each of the undersigned, as a party to certain Collateral Documents
in connection with the Credit Agreement referred to in the foregoing Waiver
dated as of August 14, 2001, hereby consents to such Waiver and confirms and
agrees that (i) each of the Collateral Documents is and shall continue to be in
full force and effect and is hereby ratified and confirmed in all respects, and
(ii) all of the Collateral described in the Collateral Documents does and shall
continue to secure the payment of all of the Obligations. Capitalized terms used
herein are used as defined in the Credit Agreement.
CRUISE AMERICA TRAVEL, INCORPORATED
DQSC PROPERTY CO.
DQSB II, INC.
By: __________________________
Name: Jordan X. Xxxxx
Title: Executive Vice President
GREAT RIVER CRUISE LINE, L.L.C.
GREAT OCEAN CRUISE LINE, L.L.C.
By: The Delta Queen Steamboat Co.,
a Managing Member
By: __________________________
Name: Jordan X. Xxxxx
Title: Executive Vice President
By: DQSB II, INC., a Managing Member
By: __________________________
Name: Jordan X. Xxxxx
Title: Executive Vice President
AMERICAN CLASSIC VOYAGES CO.
By: _____________________________
Name: Jordan X. Xxxxx
Title: Executive Vice President
