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EXHIBIT 4.(ii)(a)(37)
ADDENDUM
TO
STOCK PLEDGE AGREEMENT
This Addendum is made as of March 26, 1997 to the Stock Pledge
Agreement dated as of August 3, 1993, as amended, (the "PLEDGE AGREEMENT"), by
and between THE DELTA QUEEN STEAMBOAT CO. (formerly known as DQSC-2, Inc.), a
Delaware corporation (the "COMPANY") and THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as Agent for itself and the other Lenders under the
Credit Agreement referred to below.
RECITALS: The Company, American Classic Voyages Co., certain Lenders
and the Agent are parties to the Third Amended and Restated Credit Agreement
dated as of April 22, 1996, as amended through the date hereof (the "CREDIT
AGREEMENT"; capitalized terms used herein without definition shall have the
respective meanings assigned thereto in the Credit Agreement or the Pledge
Agreement). It is a condition precedent to the effectiveness of Amendment
Number 2 to the Credit Agreement, of even date herewith, that the Company
execute and deliver to the Agent, for the benefit of the Lenders and the Agent,
this Addendum and all of the issued and outstanding shares of capital stock of
DQSB II, Inc. described on Annex A attached hereto, together with an undated
stock power executed by the Company in blank with respect to each stock
certificate so delivered.
ACCORDINGLY, the Company agrees with the Agent as follows:
1. Pledge of Stock. The shares of capital stock of DQSB II, Inc.
described on Annex A hereto and delivered to the Agent herewith (the "DQII
STOCK") shall constitute "Stock" and "Stock Collateral" as defined in the Pledge
Agreement as if such shares had originally been described on Annex A to the
Pledge Agreement, shall be subject to the pledge and security interest created
by, and all other terms, conditions and covenants contained in, the Pledge
Agreement, and shall secure the payment and performance of the Obligations as
provided in the Pledge Agreement.
2. Representations and Warranties. The representations and
warranties of the Company contained in Section 5 of the Pledge Agreement are as
of the date hereof, and at all times hereafter shall be, true and correct with
respect to the DQII Stock.
THE DELTA QUEEN STEAMBOAT CO.
By: /s/ Jordan X. Xxxxx
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Name: Jordan X. Xxxxx
Title: Senior Vice President
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ANNEX A
TO
ADDENDUM
TO
STOCK PLEDGE AGREEMENT
Number
Subsidiary Class of Shares
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DQSB II, Inc. Common 1,000
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ACKNOWLEDGMENT
Dated as of March 26, 1997
The undersigned hereby acknowledges the pledge set forth in the
foregoing Addendum and agrees (i) to be bound by the provisions of Sections
4(a), 6 and 7 of the Stock Pledge Agreement and (ii) to cooperate fully and in
good faith with the Agent and the Company in carrying out such provisions.
DQSB II, INC.
By: /s/ Jordan X. Xxxxx
--------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
