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EXHIBIT 4.(ii)(c)(13)
CONFIRMATION OF GUARANTY AGREEMENT
This Confirmation of Guaranty Agreement, effective as of December 31, 1996, is
made by The Delta Queen Steamboat Co., a corporation organized and existing
under the laws of the State of Delaware (the "Guarantor"), in favor of the
United States of America, represented by the Secretary of Transportation,
acting by and through the Maritime Administration (the "Secretary").
WHEREAS, on August 24, 1995, the Guarantor executed a Guaranty Agreement
(the "Guaranty Agreement") in favor of the Secretary, relating to the
guarantee of the due and punctual payment of United States Government
Guaranteed Ship Financing Obligations, American Queen Series, made up of
the 2005 Notes and the 2020 Bonds (the "Obligations") in the amount of
$60,589,000.00, of which $58,165,000.00 are Outstanding on the date hereof,
issued by Great AQ Steamboat Co., a Delaware corporation (the "Original
Shipowner"), pursuant to the Secretary's Note.
WHEREAS, effective as of December 31, 1996, the Original Shipowner merged
(the "Merger") into Great AQ Steamboat, L.L.C., a Delaware limited
liability company (the "LLC") with the LLC being the successor entity,
assuming all of the rights, duties and obligations of the Original
Shipowner, including the Obligations and the Secretary's Note.
WHEREAS, effective December 31, 1996, the LLC has endorsed the Secretary's
Note in order to, inter alia, correct an error in the manner of calculating
interest applicable to the 2005 Notes.
WHEREAS, the Secretary has required this Confirmation of Guaranty Agreement
from Guarantor as an integral part of the consideration offered by or on
behalf of the LLC and the Original Shipowner as a condition of the
Secretary's consent to the Merger.
NOW THEREFORE, in consideration of the foregoing premises and of other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Guarantor hereby acknowledges that the LLC has endorsed the
Secretary's Note for the purposes of correcting the method for calculation
of interest on the 2005 Notes and of assuming payment of the Obligations,
and the Guarantor consents to such endorsement and confirms each and every
term and obligation of the Guaranty Agreement and further confirms that it
is absolutely, irrevocably and unconditionally bound by the Guaranty
Agreement subsequent to the Merger as if the LLC had been an original party
to the Secretary's Note, and as if the interest calculation applicable to
the 2005 Notes had been correct.
Unless otherwise specifically defined herein, the capitalized terms used but
undefined herein shall have the respective meanings ascribed to them in
Schedule X to the Security Agreement dated August 24, 1995, between the
Original Shipowner and the Secretary, as the same is amended through the date
hereof.
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IN WITNESS WHEREOF, this Confirmation of Guaranty Agreement has been executed
on March 25, 1997, effective as of the day and year first above first written.
THE DELTA QUEEN STEAMBOAT CO., a
Delaware corporation
By: /s/ Jordan X. Xxxxx
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Vice President
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