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EXHIBIT 4.(ii)(a)(35)
THIRD AMENDED AND RESTATED REVOLVING LOAN NOTE
$7,500,000.00 March 26, 1997
FOR VALUE RECEIVED, the undersigned, THE DELTA QUEEN STEAMBOAT CO., a
Delaware corporation (the "Borrower") HEREBY UNCONDITIONALLY PROMISES TO PAY to
the order of HIBERNIA NATIONAL BANK (the "Lender"), the principal sum of SEVEN
MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00), or, if less,
the aggregate unpaid amount of all of the Revolving Loans made by the Lender
pursuant to the "Credit Agreement" (as hereinafter defined). Capitalized terms
used herein and not otherwise defined herein are used as defined in the Credit
Agreement.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement and,
if not sooner paid in full, on the Termination Date. Borrower further promises
to pay interest on the unpaid principal amount of each Revolving Loan from the
date of such Revolving Loan until the principal amount thereof is paid in full,
at such interest rates, and payable at such times, as are specified in the
Credit Agreement.
All payments of principal and interest in respect of this Note shall
be made payable to the Agent as provided in the Credit Agreement in lawful money
of the United States of America in same day funds for the Lender's account at
The Chase Manhattan Bank (formerly known as Chemical Bank), 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Re: Payment for Delta Queen Steamboat Co. Loan, or at
such other place as shall be designated in writing by the Agent for such purpose
in accordance with the terms of the Credit Agreement.
All Revolving Loans made by the Lender to Borrower, the respective
Interest Periods thereof, in the case of Eurodollar Rate Loans, and all
repayments of the principal of all Revolving Loans shall be recorded by the
Lender and, prior to any transfer thereof, endorsed by the Lender on the
schedule attached hereto and made a part hereof; provided, that the failure of
the Lender to make any such recordation or endorsement shall not affect the
obligations of Borrower hereunder or under the Credit Agreement.
This Note is one of the Notes referred to in, and is entitled to the
benefits of, that certain Third Amended and Restated Credit Agreement dated as
of April 22, 1996, as amended (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Borrower, American Classic Voyages Co., the Agent and the Lenders. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Loans by the Lender to Borrower from time to time and (ii) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.
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Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Xxxxxxxx.
Whenever in this Note reference is made to the Agent, the Lender or
Borrower, such reference shall be deemed to include, as applicable, a reference
to their respective successors and assigns. The provisions of this Note shall
be binding upon and shall inure to the benefit of said successors and assigns.
Xxxxxxxx's successors and assigns shall include, without limitation, a receiver,
trustee or debtor in possession of or for Borrower.
THIS NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE DELTA QUEEN STEAMBOAT CO.
By: \s\ Xxxxxx X. Xxxxx
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Title: Senior Vice President
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DELTA QUEEN STEAMBOAT CO. NOTE SCHEDULE
AMOUNT OF UNPAID
AMOUNT OF TYPE OF INTEREST PRINCIPAL PRINCIPAL NOTATION
DATE LOAN LOAN PERIOD REPAID BALANCE MADE BY
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