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EXHIBIT 4.(ii)(a)(28)
AMENDMENT NUMBER 1
TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF APRIL 22, 1996
AMONG
THE DELTA QUEEN STEAMBOAT CO.,
AMERICAN CLASSIC VOYAGES CO.,
THE FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTY THERETO
AND
THE CHASE MANHATTAN BANK,
AS AGENT
This Amendment Number 1 (this "Amendment") to the Third Amended and
Restated Credit Agreement dated as of April 22, 1996 among The Delta Queen
Steamboat Co., American Classic Voyages Co., the financial institutions from
time to time parties thereto and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Agent (the "Credit Agreement") is dated as of November 18,
1996. Capitalized terms used herein but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Credit Agreement.
1. The Borrower, the Parent, the Lenders and the Agent have
agreed to amend the Credit Agreement, and accordingly, effective as of November
18, 1996, upon satisfaction of the conditions precedent set forth below and in
reliance upon the representations and warranties set forth herein, the Credit
Agreement is hereby amended as follows:
1.1 Section 7.03(i) is amended by adding at the end thereof the
following:
"; and Investments by the Borrower in commercial paper that
would qualify as a Cash Equivalent but for the fact that the
issuer's rating on such commercial paper is not at least A-1
from S&P of P-1 from Xxxxx'x, provided that (i) such rating
is at least A-2 from S&P or P-2 from Xxxxx'x and (ii) the
aggregate amount of such Investments at any time shall not
exceed $10,000,000;"
2. This Amendment shall become effective as of November 18, 1996
upon satisfaction of the following conditions: (i) as of such date, no Event of
Default or Potential Event of Default shall have occurred and be continuing
under the Credit Agreement as amended by this Amendment; and (ii) the Agent
shall have received a copy of this Amendment duly executed by the Borrower, the
Parent and the Requisite Lenders, together with the Consent attached hereto
executed by the Borrower Subsidiaries named thereon.
3. The Borrower and the Parent hereby represent and warrant that
this Amendment and the Credit Agreement, as amended, constitute legal, valid and
binding obligations of the Borrower and the Parent and are enforceable against
the Borrower and the
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Parent in accordance with their respective terms, and that after giving effect
to this Amendment, no Event of Default or Potential Event of Default has
occurred and is continuing.
4. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or
words of like import, and each reference in the other Loan Documents to "the
Credit Agreement," "thereunder," "thereof," "therein," or words of like import,
shall mean and be a reference to the Credit Agreement as amended hereby. 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 or its Affiliates in connection therewith shall remain in full force
and effect and are hereby ratified and confirmed in all respects.
5. This Amendment 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.
IN WITNESS WHEREOF, this Amendment has been duly executed on the date
set forth above.
THE DELTA QUEEN STEAMBOAT CO.,
as Borrower
By: \s\ Jordan X. Xxxxx
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Name: Jordan X. Xxxxx
Title: Vice President
AMERICAN CLASSIC VOYAGES CO.,
as Parent
By: \s\ Jordan X. Xxxxx
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Name: Jordan X. Xxxxx
Title: Senior Vice President
and General Counsel
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: \s\ X. X. Xxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Group Credit Officer
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HIBERNIA NATIONAL BANK,
as Co-Agent and as a Lender
By: \s\ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
DEPOSIT GUARANTY NATIONAL BANK,
as a Lender
By: \s\ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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CONSENT
Dated as of November 18, 1996
Each of the undersigned, as a party to certain Collateral Documents in
connection with the Credit Agreement referred to in the foregoing Amendment,
hereby consents to such Amendment 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
GREAT RIVER CRUISE LINE, INC.
GREAT OCEAN CRUISE LINE, INC.
GREAT RIVER TRANSPORTATION CO.
BLACKLAND VISTAS, INC.
By: /s/ Jordan X. Xxxxx
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Vice President
