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EXHIBIT 4.(ii)(a)(29)
AMENDMENT NUMBER 2
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 2 (this "Amendment") to the Third Amended and
Restated Credit Agreement dated as of April 22, 1996, as amended by Amendment
Number 1 dated as of November 18, 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 March 26, 1997. Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Credit Agreement.
1. Amendment of Credit Agreement. The Borrower, the Parent, the
Lenders and the Agent have agreed to amend the Credit Agreement, and
accordingly, effective as of March 26, 1997, 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 1.01 of the Credit Agreement is amended by amending
and restating in their entirety the definitions of "GAQSC," "Pledge Agreements,"
"Restricted Junior Payment" and "Subsidiary" as follows:
"GAQSC" shall mean Great AQ Steamboat Co., a Delaware
corporation (formerly known as Delta Queen Steamboat
Development, Inc.), and Great AQ Steamboat, L.L.C., a
Delaware limited liability company, as its successor by
merger.
"Pledge Agreements" shall mean the Stock Pledge
Agreements and Limited Liability Company Pledge Agreements,
as applicable, executed by (i) the Borrower in connection
with the pledge of the stock of, or its membership interest
in, each of the Borrower Subsidiaries (other than GAQSC), and
(ii) DQSB II, Inc., a Delaware corporation, in connection
with the pledge of its membership interests in each of the
other Borrower Subsidiaries (other than GAQSC), as any of the
same may be amended, restated, supplemented or otherwise
modified from time to time.
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"Restricted Junior Payment" shall mean (i) any
dividend or other distribution, direct or indirect, on
account of any shares of any class of capital stock of or
membership interests in Borrower or any of its Subsidiaries,
except a distribution of stock as part of a stock split and
except a dividend or distribution payable solely in shares of
that class of stock or membership interests or in any junior
class of stock or membership interests to the holders of that
class, provided that the issuance of such stock or membership
interests or junior class of stock or membership interests is
not an incurrence of Indebtedness, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any
shares of any class of capital stock of or membership
interests in Borrower or any of its Subsidiaries now or
hereafter outstanding, (iii) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of capital
stock of or membership interests in Borrower or any of its
Subsidiaries now or hereafter outstanding, (iv) any payment
of a claim for the rescission of the purchase or sale of, or
for material damages arising from the purchase or sale of,
any shares of the capital stock of or membership interests in
Borrower or any of its Subsidiaries or of a claim for
reimbursement, indemnification or contribution arising out of
or related to any such claim for damages or rescission, (v)
any payment of tax-sharing payments, allocated corporate
overhead, guaranty fees or management fees to Parent or any
of its Affiliates and (vi) any payment in the nature of a
loan from Borrower or any of its Subsidiaries to Parent or
any of Parent's Subsidiaries.
"Subsidiary" of a Person shall mean (i) any
corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be
owned or controlled, directly or indirectly, by such Person
or by one or more of its Subsidiaries or by such Person and
one or more of its Subsidiaries, or (ii) any company,
partnership, limited liability company, association, joint
venture or similar business organization more than 50% of the
ownership or membership interests having ordinary voting
power of which shall at the time be so owned or controlled.
and by deleting in its entirety the definition of "Chemical" and substituting
therefor the following definition:
"Chase" or "Chase Bank" shall mean The Chase Manhattan
Bank, a New York banking corporation, and any successor
thereto.
1.2 Section 4.01 of the Credit Agreement is amended by amending and
restating in their entirety subsections (a), (b), (c), (d) and (i) thereof as
follows:
(a) Organization; Corporate Powers. Parent, Borrower
and each of their respective Subsidiaries (i) is a
corporation or limited liability company duly organized,
validly existing and in good standing under the
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laws of the jurisdiction of its organization, (ii) is duly
qualified to do business as a foreign corporation or limited
liability company and is in good standing under the laws of
each jurisdiction in which it owns or leases real property or
in which the nature of its business requires it to be so
qualified, except those jurisdictions where the failure to be
in good standing or to so qualify has not had or will not
have a Material Adverse Effect, and (iii) has all requisite
power and authority to own, operate and encumber its property
and assets and to conduct its business as presently conducted
and as proposed to be conducted in connection with and
following the consummation of the transactions contemplated
by the Transaction Documents.
(b) Authority. (i) Parent, Borrower and each of
their respective Subsidiaries has the requisite power and
authority to execute, deliver and perform its obligations
under each of the Transaction Documents executed by it, or to
be executed by it.
(ii) The execution, delivery and performance
(or filing or recording, as the case may be) of each
of the Transaction Documents to which it is party and
the consummation of the transactions contemplated
thereby, have been duly authorized by all necessary
corporate or company action on the part of Parent,
Borrower and each of their respective Subsidiaries,
the respective boards of directors or managers, as
applicable, of any such Person, and, if necessary, the
stockholders or members, as applicable, of any such
Person, and no other corporate or company proceedings
on the part of any such Person are necessary to
consummate such transactions.
(iii) Each of the Transaction Documents to
which it is a party has been duly executed and
delivered (or filed or recorded, as the case may be)
by Parent, Borrower and each of their respective
Subsidiaries and constitutes its legal, valid and
binding obligation, enforceable against it in
accordance with its terms (except as enforceability
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by
general equitable principles), is in full force and
effect (unless terminated in accordance with the terms
thereof) and no term or condition thereof has been
amended, modified or waived from the terms and
conditions contained therein without the prior written
consent of the Agent and the Requisite Lenders or,
where so required, all of the Lenders, and Parent,
Borrower and each of their respective Subsidiaries
and, to the best of Borrower's knowledge, the other
parties thereto have performed and complied in all
material respects with all the material terms,
provisions, agreements and conditions set forth
therein and required to be performed or complied with
by such parties on or before the effective date
thereof, and no default by any such party exists
thereunder.
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(c) Subsidiaries. Each of Parent and Borrower have
no Subsidiaries other than those described in Schedule
4.01(c) and those, if any, which are permitted by Section
7.03 to be created after the Effective Date. Parent's only
activities are to hold the stock of its Subsidiaries.
(d) No Conflict. The execution, delivery and
performance of each Transaction Document to which it is a
party by Parent, Borrower and each of their respective
Subsidiaries and each of the transactions contemplated
thereby do not and will not (i) conflict with any Contractual
Obligation of any such Person, any liability resulting from
which would have or be reasonably expected to have a Material
Adverse Effect, or (ii) conflict with the documents of
organization or governance of any such Person, or (iii)
except as set forth on Schedule 4.01(d), conflict with
result in a breach of or constitute (with or without notice
or lapse of time or both) a default under any Requirement of
Law or Contractual Obligation of any such Person, or (iv)
result in or require the creation or imposition of any Lien
whatsoever upon any of the properties or assets of any such
Person (other than Liens in favor of the Agent, for the
benefit of itself and the Holders of Secured Obligations,
arising pursuant to the Loan Documents or Liens permitted
pursuant to Section 7.02(b)), or (v) require any approval of
stockholders or members of any such Person, unless such
approval has been obtained.
(i) Capitalization.
(i) As of the Effective Date, Schedule 4.01(i)
sets forth the number of shares and the relevant
percentages of capital stock held by each shareholder
of the Parent that holds in excess of 5% of the
Capital Stock of the Parent of which the Borrower has
knowledge.
(ii) There are outstanding no shares of any
class of capital stock and no membership interests of
any class (or any securities, instruments, warrants,
option or purchase rights, conversion or exchange
rights, calls, commitments or claims of any character
convertible into or exercisable for capital stock or
membership interests) of:
(A) Borrower other than capital stock
described on Schedule 4.01(i); and
(B) any Subsidiary of the Borrower other
than the capital stock of DQSBII, Inc. and of
Cruise America Travel, Incorporated held by
Borrower and the membership interests in the
other Subsidiaries owned by Borrower and by DQSB
II, Inc. and in each case, other than with
respect to GAQSC, pledged to the Agent for the
benefit of itself
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and Holders of Secured Obligations pursuant to
Pledge Agreements.
None of such capital stock or membership interests,
other than with respect to GAQSC, is subject to any
security, instrument, warrant, option or purchase
rights, agreement, conversion or exchange rights,
call, commitment or claim of any right, title or
interest therein or thereto other than pursuant to the
Pledge Agreements. The outstanding capital stock of
each of Parent, Borrower, Cruise America Travel,
Incorporated and DQSB II, Inc. is duly authorized,
validly issued, fully paid and nonassessable.
Borrower and DQSB II, Inc. have been duly admitted as
members of the respective Subsidiaries that are
limited liability companies and have no further
liability to any such Subsidiary for contribution or
otherwise in their capacities as such members.
1.3 Section 6.01 of the Credit Agreement is amended and restated in
its entirety as follows:
6.01. Corporate Existence, Etc. Except as permitted
in Section 7.08, each of Borrower and Parent shall, and shall
cause each of its Subsidiaries to, at all times, maintain its
existence as a corporation or limited liability company, as
applicable, and preserve and keep in full force and effect
its rights and franchises. Each of Borrower and Parent shall
promptly provide the Agent and each of the Lenders with a
complete list of its Subsidiaries upon the occurrence of any
change in the list set forth on Schedule 4.01(c) hereto.
1.4 Section 6.10 is amended by amending and restating the
introductory clause and clause (v) thereof in their entirety as follows:
6.10. Formation of Subsidiaries. The Borrower may
form additional Subsidiaries organized as corporations or
limited liability companies under the laws of one of the
states of the United States provided each of the following
conditions precedent is met in connection therewith:
(v) Borrower shall have executed and/or shall
have caused its appropriate Subsidiary to execute a
Pledge Agreement in respect of all of the stock or
membership interests, as applicable, of such new
Subsidiary and Borrower and any other pledgor
Subsidiary shall have executed and delivered all
financing statements and other documents reasonably
requested by the Agent in connection therewith;
1.5 Section 7.02(a) is amended by adding thereto after the words
"capital stock" in both places where such words appear the words "or membership
interests"; and Section 7.02(b) is amended by adding thereto after the words
"capital stock" in the introductory clause thereof the words "or membership
interests, as applicable,".
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1.6 Section 7.13 is amended and restated in its entirety to read as
follows:
7.13. Amendment of Certain Documents. The Parent,
Borrower and their respective Subsidiaries shall not permit
any termination of, or any modification or amendment that is
adverse in any respect to the Lenders to be made to either
the certificate of incorporation or by-laws or the limited
liability company agreement, as applicable, of the Parent,
Borrower or any of their respective Subsidiaries or to the
Tax Sharing Agreement. Except for modification, assumption
and supplemental documents effective as of December 31, 1996,
in connection with the merger of Great AQ Steamboat Co. into
Great AQ Steamboat, L.L.C., Borrower and GAQSC shall not
modify or amend the GAQSC Obligations, the GAQSC Trust
Indenture, the GAQSC Security Agreement, the GAQSC Financial
Agreement, the GAQSC Ship Mortgage, the GAQSC Depository
Agreement or the GAQSC Guaranty without the prior written
consent of the Agent.
1.7 Schedules 4.01(c) and 4.01(i) are amended and restated in their
entirety as set forth in amended Schedules 4.01(c) and 4.01(i), respectively,
attached hereto.
2. Waiver. The Lenders hereby waive any Event of Default or
Potential Event of Default that may have occurred and be continuing prior to the
effectiveness of this Amendment as a result of the creation of DQSB II, Inc. and
the limited liability company Subsidiaries of Borrower and the merger of certain
of the corporate operating Subsidiaries of Borrower into the respective limited
liability company Subsidiaries.
3. Effectiveness. This Amendment and the foregoing waiver
shall become effective as of March 26, 1997 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 after giving effect to the foregoing waiver;
and (ii) the Agent shall have received a copy of this Amendment duly executed
by the Borrower, the Parent and the Lenders, together with the other documents
described on the List of Supplemental Closing Documents attached hereto as
Exhibit A.
4. Representation and Warranty. The Borrower and the Parent
hereby represent and warrant that this Amendment, the Credit Agreement as
amended hereby and each of the Loan Documents executed and delivered pursuant to
Section 3 constitute legal, valid and binding obligations of the Borrower and
the Parent and are enforceable against the Borrower, the Parent and each
applicable Borrower Subsidiary in accordance with their respective terms, and
that after giving effect to this Amendment and the waiver contained in Section
2, no Event of Default or Potential Event of Default has occurred and is
continuing.
5. Effect Upon Loan Documents. 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
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therewith shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
6. Counterparts. 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
-------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
AMERICAN CLASSIC VOYAGES CO.,
as Parent
By: \s\ Jordan X. Xxxxx
-------------------------------
Name: Jordan X. Xxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: \s\ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
HIBERNIA NATIONAL BANK,
as Co-Agent and as a Lender
By: \s\ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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EXHIBIT A
TO
AMENDMENT NUMBER 2
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
MARCH 26, 1997
LIST OF SUPPLEMENTAL CLOSING DOCUMENTS
A. LOAN DOCUMENTS
1. Amendment Number 2 (the "AMENDMENT") dated as of March 26,
1997 (the "CLOSING DATE") to Third Amended and Restated Credit Agreement dated
as of April 22, 1996, as amended by Amendment Number 1 dated as of November 18,
1996 (as so amended and as amended by the Amendment, the "CREDIT
AGREEMENT"),(1) among The Delta Queen Steamboat Co. ("BORROWER"), 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
thereunder (the "AGENT").
2. Master Assumption Agreement and Fourth Master Amendment to
Collateral Documents (the "MASTER ASSUMPTION") executed by DQSB II, Inc.
("DQII"), Great River Cruise Line, L.L.C. ("GRCL"), Great Ocean Cruise Line,
L.L.C. ("GOCL" and, together with DQII and GRCL, the "NEW SUBSIDIARIES") and
Cruise America Travel, Incorporated ("CAT") in favor of the Agent, evidencing
the assumption by each of the New Subsidiaries of obligations under certain of
the Subsidiary Security Agreements, the Subsidiary Guaranty and the Contribution
Agreement and the consent by CAT to the Amendment and the other transactions
contemplated thereby.
3. Addendum to Stock Pledge Agreement dated as of August 3,
1993 (the "STOCK PLEDGE ADDENDUM") executed by Borrower in favor of the Agent,
evidencing the pledge by Borrower of all of its 100% interest in the capital
stock of DQII, together with:
------------
(1) All capitalized terms used herein that are defined in the Credit Agreement
shall have the meanings ascribed to them therein unless otherwise specifically
defined herein. Documents are dated the Closing Date unless otherwise
indicated.
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a. Stock certificate No. 1 representing 1,000 shares of
common stock of DQII.
b. Undated stock power executed by Borrower in blank with
respect to the stock certificate described above.
c. Acknowledgment of pledge executed by DQII.
4. Limited Liability Company Pledge Agreement (the "BORROWER
LLC PLEDGE AGREEMENT") executed by Borrower in favor of the Agent, evidencing
the pledge by Borrower of its 99% membership interest in each of GRCL and GOCL,
together with:
a. Instructions to register pledge executed by Borrower and
addressed to each of GRCL and GOCL.
b. Initial transaction statements executed by each of GRCL
and GOCL and addressed to the Agent.
5. Limited Liability Company Pledge Agreement (the "DQII LLC
PLEDGE AGREEMENT") executed by DQII in favor of the Agent, evidencing the pledge
by DQII of its 1% membership interest in each of GRCL and GOCL, together with:
a. Instructions to register pledge executed by DQII and
addressed to each of GRCL and GOCL.
b. Initial transaction statements executed by each of GRCL
and GOCL and addressed to the Agent.
6. Second Amendment of Trust Indenture among the Agent, the
Lenders, GRCL and Chase Bank as Trustee (the "DQ TRUSTEE") under the Ship
Mortgage covering the Delta Queen.
7. Second Amendment of Trust Indenture among the Agent, the
Lenders, GOCL and Chase Bank as Trustee (the "MQ TRUSTEE") under the Ship
Mortgage covering the Mississippi Queen.
8. Assumption of Preferred Ship Mortgage (the "GRCL ASSUMPTION")
executed by GRCL in favor of the DQ Trustee, evidencing GRCL's assumption of
obligations under the Ship Mortgage covering the Delta Queen.
9. Assumption of Preferred Ship Mortgage (the "GOCL ASSUMPTION")
executed by GOCL in favor of the MQ Trustee, evidencing GOCL's assumption of
obligations under the Ship Mortgage covering the Mississippi Queen.
10. Security Agreement (the "DQII SECURITY AGREEMENT") executed
by DQII in favor of the Agent, evidencing the grant of a senior security
interest in all of its personal property.
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B. UCC FILINGS AND LIEN SEARCH REPORTS
11. UCC-3 amendments to financing statements naming the Agent
as secured party and filed against Borrower in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
12. Post-filing UCC lien search reports of filings against
Borrower in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
13. UCC-1 financing statements naming the Agent as secured
party and filed against DQII in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
14. Post-filing UCC lien search reports of filings against DQII
in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
15. UCC-1 financing statements naming the Agent as secured
party and filed against GRCL in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
16. Post-filing UCC lien search reports of filings against GRCL
in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
17. UCC-1 financing statements naming the Agent as secured
party and filed against GOCL in the respective offices of the:
a. Secretary of State of Illinois
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b. Recorder of Mortgages of Orleans Parish, Louisiana
18. Post-filing UCC lien search reports of filings against GOCL
in the respective offices of the:
a. Secretary of State of Illinois
b. Recorder of Mortgages of Orleans Parish, Louisiana
C. COMPANY DOCUMENTS
19. Certificate of Incorporation of Borrower, certified by the
Secretary of State of Delaware.
20. Good Standing Certificate for Borrower from the respective
offices of the:
a. Secretary of State of Delaware
b. Secretary of State of Louisiana
21. Certificate(s) executed by the Secretary or an Assistant
Secretary of Borrower, certifying: (i) the names and true signatures of the
officers of Borrower authorized to execute and deliver the Amendment, the Stock
Pledge Addendum, the Borrower LLC Pledge Agreement and the UCC financing
statements executed by Borrower (the "BORROWER DOCUMENTS"); (ii) that attached
thereto as exhibits are true and correct copies of resolutions adopted by the
Board of Directors of Borrower approving and authorizing, among other things,
the merger of GRTC with and into Borrower and the execution and delivery of the
Borrower Documents; (iii) that attached thereto as an exhibit is a true and
correct copy of the Agreement of Merger dated December 27, 1996 between Great
River Transportation Co. and Borrower; (iv) that there have been no changes to
the Certificate of Incorporation of Borrower since the date of certification
thereof by the Secretary of State of Delaware; and (v) that attached thereto as
an exhibit is a true and correct copy of the By-Laws of Borrower as in effect on
the Closing Date.
22. Certificate of Incorporation of DQII, certified by the
Secretary of State of Delaware.
23. Good Standing Certificate for DQII from the office of the
Secretary of State of Delaware.
24. Certificate(s) executed by the Secretary or an Assistant
Secretary of DQII, certifying: (i) the names and true signatures of the officers
of DQII authorized to execute and deliver the Master Assumption, the DQII LCC
Pledge Agreement, the DQII Security Agreement and the UCC financing statements
executed by DQII (the "DQII DOCUMENTS"); (ii) that attached thereto as an
exhibit is a true and correct copy of a resolution adopted by the Board of
Directors of DQII approving and authorizing, among other things, the execution
and delivery of the DQII Documents; (ii) that there have been no changes to the
Certificate of Incorporation of DQII since the date of certification thereof by
the Secretary of State of
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Delaware; and (iv) that attached thereto as an exhibit is a true and correct
copy of the By- Laws of DQII as in affect on the Closing Date.
25. Certificate of Formation of GRCL, certified by the
Secretary of State of Delaware.
26. Good Standing Certificates for GRCL from the respective offices
of the:
a. Secretary of State of Delaware
b. Secretary of State of Louisiana
27. Certificates(s) executed by the Secretary or an Assistant
Secretary of Borrower or DQII, as a Managing Member of GRCL, certifying: (i)
the names and true signatures of persons authorized to execute and deliver the
Master Assumption, the GRCL Assumption and the UCC financing statements executed
by GRCL (the "GRCL DOCUMENTS"); (ii) that attached thereto as exhibits are true
and correct copies of resolutions of the Managing Members of GRCL approving and
authorizing, among other things, the merger of Great River Cruise Line, Inc.
with and into GRCL and the execution and delivery of the GRCL Documents; (iii)
that attached thereto as an exhibit is a true and correct copy of the Agreement
of Merger dated December __, 1996 between Great River Cruise Line, Inc. and
GRCL; (iv) that there have been no changes to the Certificate of Formation of
GRCL since the date of certification thereof by the Secretary of State of
Delaware; and (v) that attached thereto as an exhibit is a true and correct copy
of the Limited Liability Company Agreement for GRCL as in effect on the Closing
Date.
28. Certificate of Formation of GOCL, certified by the
Secretary of State of Delaware.
29. Good Standing Certificates for GOCL from the respective offices
of the:
a. Secretary of State of Delaware
b. Secretary of State of Louisiana
30. Certificates(s) executed by the Secretary or an Assistant
Secretary of Borrower or DQII, as a Managing Member of GOCL, certifying: (i)
the names and true signatures of persons authorized to execute and deliver the
Master Assumption, the GOCL Assumption and the UCC financing statements executed
by GOCL (the "GOCL DOCUMENTS"); (ii) that attached thereto as exhibits are true
and correct copies of resolutions of the Managing Members of GOCL approving and
authorizing, among other things, the merger of Great Ocean Cruise Line, Inc.
with and into GOCL and the execution and delivery of the GOCL Documents; (iii)
that attached thereto as an exhibit is a true and correct copy of the Agreement
of Merger dated December __, 1996 between Great River Ocean Cruise Line, Inc.
and GOCL; (iv) that there have been no changes to the Certificate of Formation
of GOCL since the date of certification thereof by the Secretary of State of
Delaware; and (v) that attached thereto as an exhibit is a true and correct copy
of the Limited Liability Company Agreement for GOCL as in effect on the Closing
Date.
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D. MERGER DOCUMENTS
31. Certificate of Ownership and Merger of Great River
Transportation Co. into The Delta Queen Steamboat Co., certified by the
Secretary of State of Delaware.
32. Certificate of Merger of Great River Cruise Line, Inc. into
Great River Cruise Line, L.L.C., certified by the Secretary of State of
Delaware.
33. Certificate of Merger of Great Ocean Cruise Line, Inc. into
Great Ocean Cruise Line, L.L.C., certified by the Secretary of State of
Delaware.
E. OPINIONS
34. Opinion of Xxxxxxxxx & Xxxxxxxxxxx, P.C., counsel to
Borrower and the Guarantors, addressed to the Agent and the Lenders.
35. Opinion of Xxxxx and Xxxxx, special Louisiana and maritime
counsel to Borrower and the Guarantors, addressed to the Agent and the Lenders.
F. INSURANCE DOCUMENTS
36. Notices of Assignment of Insurance executed by GRCL and
GOCL.
37. Irrevocable Authorizations to Collect Insurance Claims executed
by GRCL and GOCL.
38. Insurance certificates naming the Agent as an additional
insured.
39. Lender's Loss Payable Endorsements with respect to property
casualty policies.
G. REPLACEMENT NOTES
40. Third Amended and Restated Revolving Loan Notes in the
aggregate maximum principal amount of $15,000,000, executed by Borrower and
payable to each of the Lenders as follows:
The Chase Manhattan Bank $7,500,000
Hibernia National Bank $7,500,000
