EXHIBIT 10.04
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FIRST PREFERRED SHIP MORTGAGE
ON THE WHOLE OF THE CASINO ROUGE
(Official Number 1027353 )
$50,000,000
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LOUISIANA CASINO CRUISES, INC.
0000 Xxxxx Xxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
Owner and Mortgagor
In Favor of
U.S. BANK TRUST NATIONAL ASSOCIATION
in its capacity as Trustee under
that certain Indenture dated as of
November __, 1998 between {Trustee] and
Louisiana Casino Cruises, Inc.
000 Xxxx 0xx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Administration
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Dated November __, 1998
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Discharge Amount: $50,000,000 Together
With Interest, Expenses, Fees
and Performance of Mortgage Covenants
FIRST PREFERRED SHIP MORTGAGE
FIRST PREFERRED SHIP MORTGAGE (the "MORTGAGE") made the __th
day of November, 1998, by:
LOUISIANA CASINO CRUISES, INC.
0000 Xxxxx Xxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
a corporation organized and existing under the laws of Louisiana (the
"SHIPOWNER") in favor of
U.S. BANK TRUST NATIONAL ASSOCIATION AS TRUSTEE
000 Xxxx 0xx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Administration
a national banking association, as Trustee (the "MORTGAGEE") under that certain
Indenture (the "INDENTURE") dated as of November __, 1998, between the Mortgagee
and the Shipowner. Capitalized terms not otherwise defined herein shall have the
meanings set forth for such terms in the Indenture.
WHEREAS:
1. The Shipowner is the sole owner of the Vessel, Casino
Rouge, having its home port at the Port of Baton Rouge, Louisiana. The Vessel is
documented under the laws and flag of the United States, with official Number
1027353.
2. The Shipowner has duly authorized the creation of an issue
of Senior Secured Interest Rates Notes Due 2001 (the "NOTES") more fully
described in the Indenture.
3. In order to induce Initial Purchaser to purchase the
Notes, and in order to secure (i) the due and punctual payment of the principal
of, and interest on, the Notes and the payment of any fees, expenses and all
other amounts at any time and from time to time payable by the Shipowner with
respect to the Notes, or under the Indenture, or any of the Security Documents
(the "TRANSACTION DOCUMENTS") and (ii) all the obligations of the Shipowner
under this Mortgage (all such obligations recited in subsections (i) and (ii) of
this Recital 3 being the "SECURED OBLIGATIONS", the Shipowner has duly
authorized the execution and delivery of this First Preferred Mortgage under and
pursuant to 46 United States Code, Sections 31301 through 31343, as amended from
time to time (the "SHIP MORTGAGE ACT").
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4. For purposes of this Mortgage and in order to comply with
Section 31321(b)(3) of the Ship Mortgage Act, the parties to this Mortgage
hereby declare that the maximum amount of Indebtedness that is now or will in
the future be owed under the Secured Obligations at any one time is $50,000,000,
plus interest (including, without limitation, interest after the filing of a
petition initiating a proceeding referred to in Section 501(7) and (8) of the
Indenture, whether or not such interest constitutes an allowed claim for
purposes of such proceeding), expenses and fees incurred by the Trustee and/or
the Holders and performance of the covenants of this Mortgage and the
Transaction Documents.
5. The interest of the Shipowner in the Vessel (as defined
below) and the interest mortgaged by this Mortgage is that of one-hundred
percent (100%) absolute and sole ownership.
NOW, THEREFORE, in consideration of the premises and the
purchase of the Notes and in order to secure the payment of the Secured
Obligations and the performance and observance of all of the agreements,
covenants and provisions contained in this Mortgage and in each other
Transaction Document, THE SHIPOWNER HAS GRANTED, CONVEYED, MORTGAGED, PLEDGED,
CONFIRMED, ASSIGNED, TRANSFERRED AND SET OVER, AND BY THESE PRESENTS DOES XXXXX,
CONVEY, MORTGAGE, PLEDGE, CONFIRM, ASSIGN, TRANSFER AND SET OVER, UNTO THE
MORTGAGEE in its capacity as the Trustee for the benefit of the Holders the
WHOLE of the vessel described in Recital 1 above, together with all of its
boilers, engines, machinery, masts, spars, sails, boats, anchors, cables,
chains, rigging, tackle, apparel, furniture, fittings, equipment (other than any
FF&E that was or will be acquired by FF&E Financing and subject to a perfected
security interest in such FF&E) and all other appurtenances thereunto
appertaining or belonging, and also any and all additions, improvements and
replacements hereafter made in or to such Vessel, or any part thereof, or in or
to her equipment and appurtenances aforesaid (each of the foregoing,
individually, a "Vessel" and, collectively, the "VESSEL");
TO HAVE AND TO HOLD all and singular the above mortgaged and
described property unto the Mortgagee and its successors and assigns, to its and
its successors and assigns own use, benefit and behoof forever;
IT IS HEREBY COVENANTED, DECLARED AND AGREED that the property
above described is to be held subject to the further covenants, conditions,
provisions, terms and uses set forth in the attached Annex I;
PROVIDED, HOWEVER, and these presents are upon the condition
that, if the Shipowner or any of its successors or
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assigns shall pay or cause to be paid the Secured Obligations in accordance with
the terms hereof and of the other Transaction Documents, and shall perform and
observe all of the agreements, covenants and provisions contained herein and in
the other Transaction Documents, this Mortgage and the estate and rights hereby
granted shall cease to be binding and be void, otherwise to remain in full force
and effect.
IN WITNESS WHEREOF, the Shipowner has executed this Mortgage
on the day and year first above written.
LOUISIANA CASINO CRUISES, INC.
By:
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Name: Xxx X. Xxxxxxx
Title: President
[SEAL]
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ACKNOWLEDGMENT
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On November ___, 1998 before me personally came Xxx X. Xxxxxxx
to me known, who being by me duly sworn, did depose and say, that he resides at
____________________________ that he is the President of LOUISIANA CASINO
CRUISES, INC. the corporation described in and which executed the above
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, that he signed his name thereto by like
order.
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